Common use of Make Whole Provision Clause in Contracts

Make Whole Provision. Borrower may prepay a Libor Advance only upon at least three (3) Business Days prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period for such Libor Advance. Borrower shall pay Lender, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate it for any loss, cost, or expense incurred as a result of: (i) any payment of a Libor Advance on a date other than the last day of the Interest Period for such Libor Advance; (ii) any failure by Borrower to borrow a Libor Advance on the date specified by Borrower's written notice; (iii) any failure by Borrower to pay a Libor Advance on the date for payment specified in Borrower's written notice. Upon the occurrence of any of the events set forth in items (i), (ii), or (iii) of the foregoing sentence, and without limiting the foregoing, Borrower shall pay to Lender a "yield maintenance fee" in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) (the "United States Treasury Security Rate") with a maturity date closest to the maturity date of the term chosen pursuant to the Libor Election (as defined below) as to which the prepayment is made, shall be subtracted from the Libo Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be

Make Whole Provision. Borrower may prepay a Libor LIBOR Advance only upon at least three (3) Business Days prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period for such Libor LIBOR Advance. Borrower shall pay Lender, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate it for any loss, cost, or expense incurred as a result of: (i) any payment of a Libor LIBOR Advance on a date other than the last day of the Interest Period for such Libor LIBOR Advance; (ii) any failure by Borrower to borrow a Libor LIBOR Advance on the date specified by Borrower's written notice; (iii) any failure by Borrower to pay a Libor LIBOR Advance on the date for payment specified in Borrower's written notice. Upon the occurrence of any of the events set forth in items (i), (ii), or (iii) of the foregoing sentence, and without limiting the foregoing, Borrower shall pay to Lender a "yield maintenance fee" in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) (the "United States Treasury Security Rate") with a maturity date closest to the maturity date of the term chosen pursuant to the Libor LIBOR Election (as defined below) as to which the prepayment is made, shall be subtracted from the Libo Applicable LIBOR Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall bebe multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the LIBOR Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above-referenced United States Treasury Security Rate and the number of days remaining in the term chosen pursuant to the LIBOR Election as to which the prepayment is made. The resulting amount shall be the yield maintenance fee due to Lender upon prepayment of any LIBOR Advance. Each reference in this paragraph to "LIBOR Election" shall mean the election by the Borrower to apply the Applicable LIBOR Rate to the Loan Advance, pursuant to a Notice of Rate Selection. If by reason of an Event of Default, Lender elects to declare the Obligations to be immediately due and payable, then any yield maintenance fee with respect to the Loan Advance shall become due and payable in the same manner as though Borrower had exercised such right of prepayment.

Make Whole Provision. Borrower may prepay Upon conversion by a Libor Advance only upon at least three Holder of Series A Preferred Units into Conversion Shares issued pursuant to a Conversion Notice, provided that such Holder realizes a net amount from such conversion and subsequent sale (3such net realized amount, the “Realized Amount”) Business Days prior written notice equal to Lender less than the Stated Value of the Series A Preferred Units converted pursuant to the relevant Conversion Notice (which notice shall be irrevocable“Converted Stated Value”), and any BYOC shall issue to such prepayment shall occur only on the last day Holder additional shares of the Interest Period for such Libor Advance. Borrower shall pay Lender, upon request of Lender, such BYOC’s common stock in an amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate it for any loss, cost, or expense incurred as a result ofequal to: (i) any payment of a Libor Advance on a date other than the last day of the Interest Period for such Libor AdvanceConverted Stated Value; minus (ii) any failure the Realized Amount, as evidenced by Borrower to borrow a Libor Advance on reconciliation statement from such Holder (a “Sale Reconciliation”) showing the date specified Realized Amount from the sale of the Conversion Shares; divided by Borrower's written notice; (iii) any failure by Borrower the average volume weighted average price of BYOC’s Common Stock during the five (5) Business Days immediately prior to pay a Libor Advance on the date for payment specified in Borrower's written noticeupon which the Holder delivers notice (the “Make-Whole Notice”) to BYOC that such additional shares are requested by such Holder (the “Make-Whole Stock Price”) (such number of additional shares to be issued, the “Make-Whole Shares”). Upon receiving the occurrence Make-Whole Notice and Sale Reconciliation evidencing the number of any of Make-Whole Shares requested, BYOC shall instruct its transfer agent to issue certificates representing the events Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames s set forth in items (i)herein. The Make-Whole Shares, (ii), or (iii) of the foregoing sentence, and without limiting the foregoing, Borrower shall pay to Lender a "yield maintenance fee" in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) (the "United States Treasury Security Rate") with a maturity date closest to the maturity date of the term chosen pursuant to the Libor Election (as defined below) as to which the prepayment is madewhen issued, shall be subtracted deemed to be validly issued, fully paid, and non-assessable shares of BYOC’s common stock. Following the sale of the Make-Whole Shares by such Holder: (i) in the event that such Holder receives net proceeds from such sale which, when added to the Realized Amount from the Libo Rate prior relevant Conversion Notice, is less than the Conversion Amount specified in effect at the time relevant Conversion Notice, the Holder shall deliver an additional Make-Whole Notice BYOC following the procedures provided previously in this paragraph, and such procedures and the delivery of prepayment. If Make-Whole Notices and issuance of Make-Whole Shares shall continue until the result is zero or a negative numberConverted Stated Value has been fully satisfied; and (ii) in the event that the Holder received net proceeds from the sale of Make Whole Shares in excess of the Converted Stated Value, there such excess amount shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall beapplied to satisfy any and all amounts owed hereunder in excess of Converted Stated Value.

Make Whole Provision. Borrower may prepay a Libor Advance only upon at least three (3) Business Days prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period for such Libor Advance. Borrower shall pay to Lender, immediately upon request and notwithstanding contrary provisions contained in any of Lenderthe Loan Documents, such amount or amounts as shall be sufficient shall, in the reasonable judgment of Lender (in the reasonable opinion absence of Lender) to manifest error), compensate it Lender for any the loss, cost, cost or expense incurred which it may reasonably incur as a result of: of (i) any payment or prepay­ment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a Libor Eurodollar Advance on a date other than the last day of the applicable Interest Period for such Libor of a Eurodollar Advance; , (ii) the conversion, for any failure by Borrower reason whatsoever, whether voluntary or involuntary, of any Eurodollar Advance to borrow a Libor Variable Rate Advance on a date other than the date specified by Borrower's written notice; last day of the applicable Interest Period, (iii) any the failure of all or a portion of a Loan Advance which was to have borne interest at the Eurodollar Rate pursuant to the request of Borrower to be made under the Loan Agreement (except as a result of a failure by Borrower Lender to pay a Libor Advance on the date for payment specified in Borrowerfulfill Lender's written notice. Upon the occurrence of any of the events set forth in items (i), (iiobligations to fund), or (iiiiv) the failure of Borrower to borrow in accordance with any request submitted by it for a Eurodollar Advance. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred plus, in any event, but without duplication, a Yield Maintenance Fee. The Yield Maintenance Fee shall be an amount equal to the foregoing sentenceproduct of: (a) the amount so prepaid, converted, not advanced or not borrowed, as the case may be, multiplied by (b) the difference between the Eurodollar Rate then in effect, or which would have been in effect (computed separately for each outstanding maturity or installment), and without limiting the foregoing, Borrower shall pay to Lender a "yield maintenance fee" Treasury Rate in an amount computed as follows: The current rate for United States Treasury securities (bills effect on a discounted basis shall be converted to a bond equivalent) (the "United States Treasury Security Rate") with a maturity date closest to the maturity date of the term chosen pursuant occurrence (computed separately for each outstanding maturity or installment), which product shall be multiplied by (c) a fraction, the numerator of which is the number of days from the date of occurrence to the Libor Election last day of the applicable Interest Period (as defined belowor, if applicable, each Interest Period) as and the denominator of which is 360 days; however, if or to which the prepayment extent that the applicable Eurodollar Rate for the applicable Interest Period (computed separately for each maturity or installment) is madeequal to or less than the Treasury Rate, no Yield Maintenance Fee shall be subtracted from the Libo Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall bepayable.