Common use of Makewhole Amount Clause in Contracts

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. 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 LenderXxxxxx’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).