Make Whole Trigger Event definition

Make Whole Trigger Event means (a) any voluntary prepayment or any mandatory prepayment pursuant to Section 2.6.5(a) or Section 2.6.5(b) by the Company or any Guarantor of all, or any part, of the principal balance of any Term A-1 Loans whether in whole or in part, and whether before or after (i) the occurrence of a Default, or (ii) the commencement of any proceeding under any Debtor Relief Law, and notwithstanding any acceleration (for any reason) of the Term A-1 Loans; (b) the acceleration of all of the Term A-1 Loans for any reason, including, but not limited to, acceleration in accordance with Article VIII, including as a result of the commencement of a proceeding under any Debtor Relief Law; (c) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Term A-1 Loans in any proceeding under any Debtor Relief Law, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any proceeding under any Debtor Relief Law to the Term A-1 Lenders (whether directly or indirectly, including through the Administrative Agent or any other distribution agent), in full or partial satisfaction of the Term A-1 Loans; (d) the termination of this Agreement for any reason (other than as a result of the payment in full at maturity of the Obligations in respect of the Term A-1 Loans (other than contingent indemnity or reimbursement obligations for which no claim has been asserted) on the Term A-1 Loan Maturity Date); (e) any amendment, waiver or consent hereunder occurs that reduces the All-in Yield applicable to the Term A-1 Facility or (f) any forced assignment of Term A-1 Loans occurs pursuant to Section 3.5. Solely for purposes of the definition of the term “Make Whole Amount”, if a Make Whole Trigger Event occurs under clause (b), (c), (d) or (e) above, the entire outstanding principal amount of the Term A-1 Loans shall be deemed to have been prepaid on the date on which such Make Whole Trigger Event occurs.
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Make Whole Trigger Event means (a) any prepayment by the Borrower or any Guarantor of all, or any part, of the principal balance of any Advance for any reason, whether in whole or in part, and whether before or after (i) the occurrence of an Event of Default, or (ii) the commencement of any proceeding under any Debtor Relief Law, and notwithstanding any acceleration (for any reason) of the Advances; (b) the acceleration of all of the Advances for any reason, including, but not limited to, acceleration in accordance with Article VIII, including as a result of the commencement of a proceeding under any Debtor Relief Law; (c) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Loans in any proceeding under any Debtor Relief Law, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any proceeding under any Debtor Relief Law to the Administrative Agent, for the account of the Lenders in full or partial satisfaction of the Advances; or (d) the termination of this Agreement for any reason (other than as a result of the payment in full of the Obligations (other than contingent indemnity or reimbursement obligations for which there is no claim) on the Maturity Date). For purposes of the definition of the term “Make Whole Premium”, if a Make Whole Trigger Event occurs under clause (b), (c) or (d) above, the entire outstanding principal amount of the Advances shall be deemed to have been prepaid on the date on which such Make Whole Trigger Event occurs.
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Make Whole Trigger Event means (a) any voluntary prepayment or any mandatory prepayment pursuant to Section 2.6.5(a) or Section 2.6.5(b) by the Company or any Guarantor of all, or any part, of the principal balance of any Term A-1 Loans whether in whole or in part, and whether before or after (i) the occurrence of a Default, or (ii) the commencement of any proceeding under any Debtor Relief Law, and notwithstanding any acceleration (for any reason) of the Term A-1 Loans; (b) the acceleration of all of the Term A-1 Loans for any reason, including, but not limited to, acceleration in accordance with Article VIII, including as a result of the commencement of a proceeding under any Debtor Relief Law; (c) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Term A-1 Loans in any proceeding under any Debtor Relief Law, foreclosure (whether
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Examples of Make Whole Trigger Event in a sentence

  • Any Make Whole Amount payable in accordance with Section 5.01, Section 6.02 or Section 9.03 (each, “Make Whole Trigger Event”) shall be presumed to be equal to the liquidated damages sustained by the Holder as the result of the occurrence of the Make Whole Trigger Event, and the Issuer agrees that it is reasonable under the circumstances currently existing.

  • Any Make Whole Premium shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Make Whole Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing.

  • With respect to each Series, as soon as practicable after the occurrence of a Termination Event, the Calculation Agent shall determine the Class A Redemption Price; provided that, if the triggering Termination Event is a Make Whole Trigger Event, the Calculation Agent shall also determine the applicable Make Whole Interest in accordance with Schedule II attached hereto, in order to determine the Class A Redemption Price.

  • Upon the occurrence of a Make Whole Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Make Whole Premium.


More Definitions of Make Whole Trigger Event

Make Whole Trigger Event means an Event of Default referred to in Condition 10.1(f) or any relevant Termination Event (as applicable);
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Make Whole Trigger Event shall have the meaning assigned to such term in Section 9.1 hereof.
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Make Whole Trigger Event means any Prepayment Premium Trigger Event other than (a) a Prepayment Premium Trigger Event that occurs solely as a result of a mandatory prepayment pursuant to Section 2.6.5(b), (b) any Prepayment #96212676v31 Premium Trigger Event resulting solely from any Change of Control or (c) any Prepayment Premium Trigger Event resulting solely from any transformative acquisition or Disposition or similar transaction, in each case of this clause (c), involving all or substantially all of the assets of the Company.
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Related to Make Whole Trigger Event

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Relevant Event means any Termination Event, Mandatory Prepayment Event or Further Novation Event, or any event which only with the passage of time, the giving of any notice or the fulfilment of any other condition (or a combination thereof) would constitute a Termination Event, Mandatory Prepayment Event or Further Novation Event;

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Delinquency Trigger Event means, for any Collection Period, the aggregate Principal Balance of Delinquent Receivables that have been Delinquent Receivables for 61 days or more as a percentage of the Pool Balance as of the last day of the Collection Period exceeding or being equal to 6.62%.

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Significant Event means any Amortization Event or Event of Default.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Make-Whole Payment means, with respect to any Series 2015-1 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2015-1 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 2015-1 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).

  • Swap Counterparty Trigger Event A Swap Counterparty Trigger Event shall have occurred if any of a Swap Default with respect to which the Swap Counterparty is a Defaulting Party, a Termination Event with respect to which the Swap Counterparty is the sole Affected Party or an Additional Termination Event with respect to which the Swap Counterparty is the sole Affected Party has occurred.

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • Cumulative Loss Trigger Event If, with respect to any Distribution Date, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period, divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable Cumulative Loss Percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Cumulative Loss Percentage March 2008 through February 1.400% for the first month, plus an additional 2009 1/12th of 1.750% for each month thereafter (e.g., 2.275% in September 2008) March 2009 through February 3.150% for the first month, plus an additional 2010 1/12th of 1.750% for each month thereafter (e.g., 4.025% in September 2009) March 2010 through February 4.900% for the first month, plus an additional 2011 1/12th of 1.400% for each month thereafter (e.g., 5.600% in September 2010) March 2011 through February 6.300% for the first month, plus an additional 2012 1/12th of 0.750% for each month thereafter (e.g., 6.675% in September 2011) March 2012 and thereafter 7.050%

  • Tier 2 Capital Event means the receipt by the Company of an opinion of independent bank regulatory counsel experienced in such matters to the effect that, as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (ii) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Securities, the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Final Trigger Level means 85.00%, being a percentage against which the performance of the Index will be measured in order to determine the Final Redemption Amount.

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, a subsequent Liquidity Provider Ratings Event, following restoration of the short-term debt ratings to the requisite level, shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the VRDP Fee Agreement by seven Business Days prior to the beginning of the month to which such payment relates if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Purchase Agreement by the fifteenth day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with this Statement; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the VRDP Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).