Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.
Makewhole Amount. Any prepayment of the Term Loan by Borrower (i) pursuant to Section 2.2(c) or (ii) as a result of the acceleration of the maturity of the Term Loan pursuant to Section 8.1(a) occurring prior to the 24th-month anniversary of the Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Makewhole Amount.
Makewhole Amount. Any prepayment of the Tranche A Term Loans in accordance with the Tranche A Term Loan Notes by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (B) as a result of the acceleration of the maturity of the Tranche A Term Loans pursuant to Section 8.1(a), in each case occurring prior to in the case of the Tranche A Term Loans, the 2nd-year anniversary of the Tranche A Closing Date, shall, in any such case, be accompanied by payment of an amount (the “Makewhole Amount”) equal to the sum of all required interest payments that would have accrued and been payable from the date of such prepayment or acceleration (assuming a 360 day year and actual days elapsed) through the 2nd-year anniversary of the Tranche A Closing Date on the amount of principal of the Tranche A Term Loan Notes that are prepaid or accelerated, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties hereto as to a reasonable calculation of each applicable Lender’s lost profits as a result of any such prepayment of the Tranche A Term Loans (taking into account any Prepayment Premium which may also be due and payable as a result of any such prepayment).
Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 36th-month anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche A Makewhole Amount and (y) the Tranche A Prepayment Premium.
Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Xxxxxxxx (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower or, in the event the Tranche B Closing Date does not occur, the earliest to occur of any prepayment of the Tranche A Loan, Tranche C Loan or Tranche D Loan, (A) pursuant to Section 2.2(c) or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), occurring prior to the 3rd-year anniversary of the Tranche B Closing Date or, in the event the Tranche B Closing Date does not occur, June 30, 2028, shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any prepayment of the Tranche C Loan by Xxxxxxxx (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd-year anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount.
Makewhole Amount. Any prepayment of the Term Loans by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii) or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case, occurring prior to the 2nd-year anniversary of the Closing Date, shall be accompanied by payment of an amount equal to the Makewhole Amount; provided, however, that, notwithstanding the foregoing, no payment of the Makewhole Amount shall be applicable to any prepayment of the Term Loans by Borrower pursuant to Section 2.2(c)(i) occurring prior to the 2nd-year anniversary of the Closing Date that is an Equity Proceeds Prepayment. For the avoidance of doubt, any prepayment of the Term Loans by Borrower pursuant to Section 2.2(c)(ii) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) occurring prior to the 2nd-year anniversary of the Closing Date that is an Equity Proceeds Prepayment shall be accompanied by payment of an amount equal to the Makewhole Amount.
Makewhole Amount. Any prepayment of the Term Loans in accordance with the Term Loan Notes by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Closing Date shall, in any such case, be accompanied by payment of an amount (the “Makewhole Amount”) equal to the sum of all required interest payments that would have accrued and been payable from the date of such prepayment or acceleration (assuming a 360 day year and actual days elapsed) through the 2nd-year anniversary of the Closing Date on the amount of principal of the Term Loan Notes that are prepaid or accelerated, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties hereto as to a reasonable calculation of each applicable Lender’s lost profits as a result of any such prepayment of the Term Loans (taking into account any Prepayment Premium which may also be due and payable as a result of any such prepayment).
Makewhole Amount. (i) Any payment or prepayment, as applicable, of the Tranche A Loan by Xxxxxxxx (A) pursuant to Section 2.2(c), (B) as a result of the occurrence of the maturity of the Term Loans pursuant to the proviso in the definition of Term Loan Maturity Date, or (C) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.
Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Xxxxxxxx (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount; provided, however, that if the Tranche D Approval Condition is satisfied prior to the 2nd-year anniversary of the Tranche A Closing Date, then any such prepayment of the Tranche A Loan by Borrower occurring prior to the 3rd-year anniversary of the Tranche A Closing Date shall be accompanied by payment of an amount equal to the Tranche A Makewhole Amount; provided, further, that if the Tranche D Approval Condition is satisfied on or after the 2nd-year anniversary of the Tranche A Closing Date, then any prepayment of the Tranche A Loan occurring prior to the one-year anniversary of the date on which the Tranche D Approval Condition is satisfied shall be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.
Makewhole Amount. Any prepayment of the Notes before, after or upon the occurrence of a Default or an Event of Default with cash from any source, whether from internal cash, external investment, proceeds of the sale of any asset or business, a refinancing or otherwise, shall be made together with all interest accrued to the date of prepayment and a Makewhole Amount on the principal amount so prepaid determined as of the date of such prepayment; provided that, notwithstanding the change in interest rates and maturities in respect of the Notes as provided herein, any calculation of the Makewhole Amount shall be made on the basis of the interest rates, interest payment dates, principal prepayment dates and amounts, maturity dates and amounts payable at maturity in effect under the Existing Note Agreements (which term, as stated in the Recitals, means such documents as in effect immediately prior to giving effect to this Waiver and Amendment). The Makewhole Amount due under any provision of this Waiver and Amendment (including, without limitation, paragraphs (h), (i) and (j) of this Section 2) or the Note Agreements shall be in the amount so calculated.
