Tranche C Makewhole Amount definition

Tranche C Makewhole Amount means, as of any date of determination occurring prior to the 36th-month anniversary of the Tranche C Closing Date, an amount equal to the sum of all interest accruing from such date through the 36th-month anniversary of the Tranche C Closing Date on the amount of principal prepaid.
Tranche C Makewhole Amount means, as of any date of prepayment of the Tranche C Loan (or applicable portion thereof) occurring prior to the 2nd-year anniversary of the Tranche C Closing Date, an amount equal to the sum of (i) all interest that would have accrued and been payable from such date of prepayment through the 2nd-year anniversary of the Tranche C Closing Date on the amount of principal prepaid plus (ii) an amount equal to the product of (x) the amount of any principal so prepaid, multiplied by (y) 0.03. For purposes of calculating the Tranche C Makewhole Amount: (a) the date of determination shall be such date of prepayment, using the interest rate as in effect on such date, provided, that, for purposes of any such prepayment pursuant to Section 2.2(c)(ii), the date of determination shall be the date on which the Change in Control is consummated; and (b) the Default Rate shall not apply to any interest that would have accrued and been payable from and after such date of determination.
Tranche C Makewhole Amount means, as of any date of determination occurring prior to the 2nd-year anniversary of the Tranche C Closing Date, an amount equal to the sum of all interest that would have accrued and been payable from such date through the 2nd-year anniversary of the Tranche C Closing Date. “Tranche C Note” means a promissory note in substantially the form attached hereto as Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified from time to time. “Tranche C Prepayment Premium” means, with respect to any prepayment of the Tranche C Loan by Borrower pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), an amount equal to the product of the amount of any principal so prepaid, multiplied by: (a) if such prepayment occurs prior to the 3rd-year anniversary of the Tranche C Closing Date, 0.03; (b) if such prepayment occurs on or after the 3rd-year anniversary of the Tranche C Closing Date but prior to the 4th-year anniversary of the Tranche C Closing Date, 0.02; and (c) if such prepayment occurs on or after the 4th-year anniversary of the Tranche C Closing Date but prior to the Term Loan Maturity Date, 0.01. For the avoidance of doubt, no Tranche C Prepayment Premium shall be due and owing for any payment of principal of the Tranche C Loan made on the Term Loan Maturity Date. “Tranche D Closing Date” means the date on which the Tranche D Loan is advanced by Lenders, which, subject to the satisfaction of the conditions precedent to the Tranche D Loan set forth in Section 3.4, Section 3.5, Section 3.6 and Section 3.7, shall be sixty (60) days (or such shorter period as may be agreed to by Lenders) following the delivery by Borrower to Collateral Agent of a completed Advance Request Form in the form of Exhibit A hereto for the Tranche D Loan and, in no event, later than March 1, 2026. “Tranche D Commitment” means, with respect to any Lender, the commitment of such Lender to make the Credit Extensions relating to the Tranche D Loan on the Tranche D Closing Date in the aggregate principal amount set forth opposite such Xxxxxx’s name on Exhibit D attached hereto. “Tranche D Loan” is defined in Section 2.2(a)(iv). “Tranche D Loan Amount” means an original principal amount equal to up to Fifty Million Dollars ($50,000,000.00). “Tranche D Makewhole Amount” means, as of any date of determination occurring prior to the 2nd-year anniversary of the Tranche D Closing Date, an amount equal to the s...

More Definitions of Tranche C Makewhole Amount

Tranche C Makewhole Amount means, (a) as of any date of prepayment of the Tranche C Loan occurring prior to the 2nd-year anniversary of the Tranche C Closing Date, an amount equal to the sum of all interest that would have accrued and been payable from such date of prepayment through the 2nd-year anniversary of the Tranche C Closing Date; (b) without any duplication of the amounts in clause (a) above or clause (c) below, in the event the Tranche C Loan is not then-funded, as of any date of prepayment of the Term Loans occurring for any reason on or prior to September 30, 2024, an amount equal to the sum of all interest that would have accrued and been payable on the Tranche C Loan (as if it had it been funded in full) from such date of prepayment through the 2nd-year anniversary thereof; and (c) upon a prepayment pursuant Section 2.2(e)(iii)(C) following the occurrence of an Event of Default under Section 7.2(c) (including in the case where the Tranche C Closing Date does not timely occur and the Tranche C Commitments are reduced to zero), an amount equal to the sum of all interest that would have accrued and been payable on the Tranche C Loan (as if it had it been funded in full) from September 30, 2024 through September 30, 2026. For purposes of calculating the Tranche C Makewhole Amount: (x) the date of determination shall be such date of prepayment, using the interest rate as in effect on such date, and (b) the Default Rate shall not apply to any interest that would have accrued and been payable from and after such date of determination.
Tranche C Makewhole Amount means, as of any date of prepayment of the Tranche C Loan occurring prior to the 3rd-year anniversary of the Tranche C Closing Date, an amount equal to the sum of all interest that would have accrued and been payable from such date of prepayment through the 3rd-year anniversary of the Tranche C Closing Date. For purposes of calculating the Tranche C Makewhole Amount, the date of determination shall be such date of prepayment, using the interest rate as in effect for the Interest Period in which the date of prepayment occurs, provided, that, for purposes of any such prepayment pursuant to Section 2.2(c)(ii), the date of determination shall be the date on which the Change of Control is consummated, using the interest rate as in effect for the Interest Period in which the Change of Control is consummated. “Tranche C Note” means a promissory note in substantially the form attached hereto as Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified from time to time. “Tranche C Prepayment Premium” means, with respect to any prepayment of the Tranche C Loan by Borrower pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), an amount equal to the product of the amount of any principal on account of the Tranche C Loan so prepaid, multiplied by:
Tranche C Makewhole Amount means, as of the date of any prepayment of the Tranche C Loan occurring prior to the 2nd-year anniversary of the Tranche C Closing Date pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), an amount equal to the sum of all interest that would have accrued and been payable from such date of prepayment through the 2nd-year anniversary of the Tranche C Closing Date on the amount of principal prepaid. For purposes of calculating the Tranche C Makewhole Amount: (a) the date of determination shall be such date of prepayment, using the interest rate as in effect on such date, provided, that, for purposes of any such prepayment pursuant to Section 2.2(c)(ii), the date of determination shall be the date on which the Change in Control is consummated; and (b) the Default Rate shall not apply to any interest that would have accrued and been payable from and after such date of determination.

Related to Tranche C Makewhole Amount

  • Class B-1 Prepayment Percentage As to any Distribution Date, the percentage calculated by multiplying the Subordinated Prepayment Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one.

  • Tranche B Notes is defined in Section 1.

  • Class B-4 Prepayment Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such Distribution Date will be zero.

  • Class B-2 Prepayment Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such Distribution Date will be zero.

  • Class B-3 Prepayment Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such Distribution Date will be zero.

  • Class A-2 Maturity Date means [ ] (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

  • Advance Amount means with respect to Class A Advances, the Class A Advance Amount and, with respect to Class B Advances, the Class B Advance Amount.

  • Class B-5 Prepayment Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such Distribution Date will be zero.

  • Class B Noteholders’ Monthly Interest Distributable Amount means, with respect to any Payment Date, interest accrued for the related Interest Accrual Period on the Class B Notes at the interest rate for such Class on the Outstanding Amount of the Notes of such Class on the immediately preceding Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect to all payments of principal to the Noteholders of such Class on or prior to such preceding Payment Date. For all purposes of this Agreement and the Basic Documents, interest with respect to all Class B Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest due on these Classes of notes on each Payment Date will be the product of: · the Outstanding Principal Balance of the Class B Notes; · the Class B Interest Rate; and · 30 (or, in the case of the initial Payment Date, 26) divided by 360.

  • Note Monthly Interest Distributable Amount means, with respect to any Payment Date, interest accrued for the related Interest Accrual Period at the related Interest Rate for each Class of Notes on the Outstanding Amount of the Notes of each such Class on the immediately preceding Payment Date (or, in the case of the first Payment Date, the original principal amount of each such Class of Notes), after giving effect to all distributions of principal to the Noteholders of each such Class on or prior to such Payment Date.

  • Class B-6 Prepayment Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will be zero.

  • Tranche C means the credit facility provided pursuant to Section 2.1 to or for the benefit of the Company by the Banks with a Tranche C Commitment, which such facility shall consist of Loans (and participations in Swingline Loans) in the currencies referenced under the heading “Tranche C” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche C Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.

  • Note Monthly Principal Distributable Amount means, with respect to any Payment Date, the Note Percentage of the Principal Distributable Amount for such Payment Date.

  • Senior Prepayment Percentage For any Distribution Date during the five years beginning on the first Distribution Date, 100%. The Senior Prepayment Percentage for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will, except as provided herein, be as follows: for any Distribution Date in the first year thereafter, the Senior Percentage plus 70% of the Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage plus 60% of the Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage plus 40% of the Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage plus 20% of the Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the Senior Percentage for such Distribution Date (unless on any Distribution Date the Senior Percentage exceeds the initial Senior Percentage, in which case the Senior Prepayment Percentage for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage will occur unless both of the Senior Step Down Conditions are satisfied.

  • Original Class B-4 Percentage The Class B-4 Percentage as of the Cut-Off Date, as set forth in Section 11.11.

  • Term Loan Repayment Date shall have the meaning assigned to such term in Section 2.09.

  • Original Class B-3 Percentage The Class B-3 Percentage as of the Cut-Off Date, as set forth in Section 11.10.

  • Note Interest Distributable Amount means, with respect to any Payment Date and a Class of Notes, the sum of the Note Monthly Interest Distributable Amount for such Payment Date and the Note Interest Carryover Shortfall for such Class of Notes. For all purposes of this Agreement and the other Basic Documents, interest with respect to the Class A-2, Class A-3 and Class A-4 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months; and interest with respect to the Class A-1 Notes shall be computed on the basis of the actual number of days in each applicable Interest Accrual Period, divided by 360.

  • Tranche B Term Loan Exposure means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche B Term Loans of such Lender.

  • Noteholders’ Monthly Interest Distributable Amount means, with respect to any Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during the applicable Interest Period on the principal amount of the Notes of such Class outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), calculated (x) for the Class A-1 Notes and the Class A-2-B Notes on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period and (y) for all other Classes of Notes on the basis of a 360-day year consisting of twelve 30-day months (without adjustment for the actual number of business days elapsed in the applicable Interest Period), except with respect to the first Interest Period.

  • Collateral Senior Minimum Monthly Interest shall have the meaning specified in subsection 4.02(d).

  • Tranche C Loan has the meaning specified in Section 2.01(c).

  • Tranche B Term Loan Percentage as to any Lender at any time, the percentage which such Lender's Tranche B Term Loan Commitment then constitutes of the aggregate Tranche B Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender's Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding).

  • Class A-3 Maturity Date means [ ] (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

  • Noteholders' Monthly Principal Distributable Amount means, with respect to any Distribution Date, the Noteholders' Percentage of the Principal Distributable Amount.

  • Tranche B has the meaning assigned in Section 2.1(c)(i).