Make-Whole Payment means, with respect to any Series 2024-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2024-2 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect to each Applicable Distribution Date over (y) the Series 2024-2 Invested Amount as of such Optional Repurchase Distribution Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).
Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
Make-Whole Premium means, with respect to a Note at any redemption date, the greater of:
Make-Whole Spread means, with respect to any Series of Equipment Notes, the percentage specified for the applicable Series as such in Schedule I to the Indenture (as amended, in the case of any Additional Series, new Series A Equipment Notes or new Additional Series issued pursuant to Section 2.02 of the Indenture, at the time of issuance of such Series).
Change of Control Payments means the aggregate amount of all change of control or bonus payments that are payable by the Company and its Subsidiaries to any Person solely as a result of the consummation of the Closing, together with any employer-paid portion of any employment and payroll taxes related thereto; provided, however, that in no event shall any (a) retention payments made pursuant to any Employment Agreement or (b) any severance payments made to employees who are terminated on or after the Closing Date be considered Change of Control Payments.