Make-Whole Fee. In the event of a Board Decision pursuant to Section 3.7 in order to accept an unsolicited cash offer for newly issued Common Stock or securities convertible into Common Stock of the Company (“Unsolicited Cash Offer”), then upon consummation of the sale of such newly issued securities pursuant to an Unsolicited Cash Offer, Borrower shall pay Lender a sum equal to (a) the number of newly issued or issuable shares of Common Stock issued to Lender or its affiliates pursuant to such Unsolicited Cash Offer up to but not to exceed 27.8%% of the newly issued or issuable Common Stock in the Unsolicited Cash Offer, multiplied by (b) the amount that the sales price (or deemed sales price, in the case of convertible securities) per share of newly issued or issuable shares of Common Stock in such Unsolicited Cash Offer exceeds $2.50 (the “Make Whole Fee”) in cash, plus (c) the net proceeds of such Unsolicited Cash Offer up to an amount sufficient to pay all other amounts then owing to Lender hereunder, within three (3) Business Days following receipt of the sale proceeds in such Unsolicited Cash Offer (the “Make Whole Deadline”); provided, that a Make Whole Fee shall not be paid or thereafter due to Lender on account of any portion of an Unsolicited Cash Offer the net proceeds of which are in excess of amounts owing to Lender hereunder or to SREP or its affiliates under any SREP Note (including principal, interest, fees and expenses) and such net proceeds are paid to Lender or SREP or its affiliates, as applicable. Upon payment of all Make Whole Fees and all other amounts owing to Lender hereunder (including all principal, interest, fees and expenses) then Lender shall have no further rights under this Article 3. For the avoidance of doubt, any Make Whole Fee can be applied by Lender to pay the purchase price of any shares of Common Stock purchased by Lender of its affiliates pursuant to such Unsolicited Cash Offer. A Board Decision contemplated by this Section 3.9 shall not cause an increase of the interest rate to the Default Rate or to the Board Decision Rate unless payment of such Make Whole Fee and all other amounts owing to Lender hereunder are not made as provided hereunder on or prior to the Make Whole Deadline. The Make Whole Fee is in addition to, and not in lieu of, any other payments due to Lender hereunder.
Make-Whole Fee. A fully earned, non-refundable “make whole” fee of Forty Seven Thousand Dollars ($47,000) to be shared between the Lenders pursuant to their respective Commitment Percentages payable on the Effective Date;
Make-Whole Fee. Subject to Section 2.12(a)(iii), if the Aggregate Commitments are terminated in whole or in part pursuant to Section 2.04 prior to the Make-Whole Fee End Date, then Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a fee equal to the present value in Dollars of all future amounts that would have been payable in respect of the Aggregate Commitments (or terminated portion thereof) during the period from the termination date through the Maturity Date assuming that the Outstanding Amount is equal to the Aggregate Commitments (or terminated portion thereof), the Applicable Rate is equal to the Make-Whole Fee Rate and the Eurocurrency Rate is zero; provided that no Make-Whole Fee shall be due and payable in the event of a termination in connection with the occurrence of any of the following: (A) a Permitted Refinancing Transaction, (B) the inability to determine a Successor Rate by the Scheduled Unavailability Date or if the utilization of the Eurocurrency Rate shall be suspended pursuant to Section 3.03 hereof for greater than ten Business Days or (C) the Administrative Agent or any Lender has sought reimbursement or indemnity under Section 3.01, Section 3.04, Section 3.05, and Section 10.04(b).
Make-Whole Fee. Subject to Section 2.12(a)(iii), if the Aggregate Commitments are terminated in whole or in part pursuant to Section 2.04 prior to the Maturity Date, then Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a fee equal to the present value in Dollars of all future amounts that would have been payable in respect of the Aggregate Commitments (or terminated portion thereof) during the period from the termination date through the first anniversary of the Amendment Date assuming that the Outstanding Amount is equal to the Aggregate Commitments (or terminated portion thereof), the Applicable Rate is equal to 1.00% and LIBOR is zero; provided that no Make-Whole Fee shall be due and payable in the event of a termination in connection with the occurrence of any of the following: (A) a Permitted Refinancing Transaction or (B) the Administrative Agent or any Lender has sought reimbursement or indemnity under Section 3.01, Section 3.04, Section 3.05, and Section 10.04(b).
Make-Whole Fee. Subject to Section 2.12(a)(iii), if the Aggregate Commitments are terminated in whole or in part pursuant to Section 2.04(a), then Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a fee (a “Make-Whole Fee”) equal to the amount in Dollars of the product of (i) the Aggregate Commitments (or terminated portion thereof) multiplied by (ii) the applicable Make-Whole Percentage; provided that no Make-Whole Fee shall be payable (x) following the removal or resignation of the Administrative Agent or (y) to the extent that the Aggregate Commitments are terminated in whole in connection with a Securitization Take-Out.
Make-Whole Fee. If the Borrower makes any voluntary prepayment prior to the Maturity Date, the Borrower shall pay to the Administrative Agent (for the account of the Noteholders on a pro rata basis to their outstanding Loans) a non-refundable make-whole fee (the “Make-Whole Fee”) on the date of such prepayment (the “Make-Whole Date”) calculated as follows: E = X*(YZ/360) where:
Make-Whole Fee. If, as of the end of any Interest Accrual Period, the Utilization Percentage is less than the Minimum Utilization Percentage, the Lender shall be entitled to receive a fee (the “Make-Whole Fee”) equal to the product of (x) the average of the daily positive difference, if any, during such Interest Accrual Period of (1) the Minimum Facility Utilization Amount over (2) the Facility Amount and (y) the Weighted Average Note Rate.
Make-Whole Fee. Subject to Section 2.12(a)(iii), if the Aggregate Commitments are terminated in whole or in part pursuant to Section 2.04 prior to the 18-month anniversary of the Closing Date such that the Aggregate Commitments are less than $150,000,000 after giving effect thereto, then Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a fee (a “Make-Whole Fee”) equal to the present value in Dollars of all future amounts that would have been payable in respect of the terminated portion of the Aggregate Commitments during the period from the termination date through the 18-month anniversary of the Closing Date assuming that the Outstanding Amount during such period is equal to the terminated portion of the Aggregate Commitments, the Applicable Rate is equal to 0.70% and Term SOFR is zero.
Make-Whole Fee. (a) For the purposes of paragraph (a)(A) of Clause 8.5 (Prepayment fee), "
Make-Whole Fee. In the event that the Borrower makes a prepayment against any principal amounts outstanding prior to the end of the Interest Period elected by the Borrower for such amounts, whether that payment is made voluntarily or by reason of an acceleration of the payment date of said amount following the occurrence of an Event of Default, the Borrower shall pay to the Bank a Make Whole Fee. A certificate as to the amount of the Make Whole Fee submitted by the Bank to the Borrower setting forth in reasonable detail the basis of computation of such amounts shall be conclusive and binding, in the absence of manifest error, as to the amount due. The "
