Payments Under Certain Circumstances Sample Clauses

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, Borrower acknowledges that, in connection with any repayment of the Term Loan following the Maturity Date, at any time an Event of Default exists (after giving effect to any applicable cure or grace period) or following the acceleration of the Obligations in accordance with the provisions hereof, such circumstance may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrower agrees that, in connection with any such circumstance, Borrower shall also pay the applicable Make-Whole Amount plus interest (at the rate then applicable to the Term Loan) on the outstanding principal balance of the Term Loan and the applicable Make-Whole Amount through and including the date that is the later of the date of prepayment and the first anniversary of the Effective Date, which amount Borrower agrees represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such circumstance. If Borrower fails to pay any Make-Whole Amount when due in connection with any such circumstance, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate.

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, (i) upon any reduction or the termination of the Revolver Commitments, (ii) in the event of any payment of principal on the Revolver Loans made, required to be made or deemed to be made in connection with any repricing, refinancing or replacement of any Revolver Loans through any waiver, consent or amendment, in each case prior to the Revolver Commitment Termination Date, or (iii) upon the acceleration of the Obligations or any portion thereof prior to the Maturity Date as a result of or upon the occurrence of an Event of Default, including in the event that the Obligations or any portion thereof are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by other similar means (each of clauses (i) through (iii) referred to herein as a “Prepayment Event”), then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Prepayment Event, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lenders, each Borrower agrees to pay to Administrative Agent, for the pro rata benefit of all of the Lending Parties entitled to a portion of the principal amount of the Obligations subject to such Prepayment Event, in immediately available funds, measured as of the date of the occurrence of such Prepayment Event, the applicable Make-Whole Amount. The Make-Whole payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and each Borrower agrees that it is reasonable under the circumstances. Without limiting the generality of the foregoing, it is understood and agreed that, as set forth in clauses (i), (ii) and (iii) of the definition of “Prepayment Event”, if the Revolver Commitments are reduced or terminated or if all or any portion of the Obligations are accelerated, in each case, prior to the date which is twenty (20) months following the Closing Date as a result of or upon the occurrence of an Event of Default, the Make-Whole Amount, determined as of the date of acceleration or the reduction or termination of the Revolver Commitments, as applicable, will also be due and payable as though said Obligations were voluntarily prepaid and the Revolver Commitments were termin...

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon the (i) prepayment of all or any part of the principal balance of the Term Loan pursuant to Section 2.03(b), (ii) prepayment of all or any part of the principal balance of the Term Loan pursuant to Section 2.03(c)(i), (ii), (iii), (iv) or (vi), or (iii) any reduction or the termination of the Revolver Commitments, (iv) in the event of any payment of principal on the Revolver Loans made, required to be made or deemed to be made in connection with any repricing, refinancing or replacement of any Revolver Loans through any waiver, consent or amendment, in each case prior to the Revolver Commitment Termination Date, or (v) the acceleration of the Obligations or any portion thereof prior to the Maturity Date as a result of or upon the occurrence of an Event of Default, including in the event that the Obligations or any portion thereof are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by other similar means (each of clauses (i) through (v) referred to herein as a "Prepayment Event"; provided that the foregoing clauses (i) through (iv) shall only be deemed to be a Prepayment Event to the extent the aggregate principal amount of the Term Loans and Revolving Commitments has been reduced to less than $55,000,000, then, in view of the impracticability and extreme ​ difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Prepayment Event, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lenders, each Borrower agrees to pay to Administrative Agent, for the pro rata benefit of all of the Lenders entitled to a portion of the principal amount of the Term Loan subject to such Prepayment Event, and each Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Revolver Lenders entitled to a portion of the principal amount of the Revolver Loans subject to such Prepayment Event, in immediately available funds, measured as of the date of the occurrence of such Prepayment Event, the applicable Make-Whole Amount. The Make-Whole payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and each Borrower agrees that it is reasonable under the circumstances. Without limiting the...

Payments Under Certain Circumstances. 47 2.10. Payments and Computations; Crossover Date......................... 49 2.11. Change in Circumstances........................................... 50 2.12. Illegality........................................................ 51 2.13.

Payments Under Certain Circumstances. CPFC may at any time at its option reduce the Aggregate Net Investment by directly paying monies to the Administrative Agent for distribution to the Buyers for application to such Tranche or Tranches as CPFC shall direct; PROVIDED that: (i) no such reduction may be made in respect of any Tranche accruing Yield at the Euro-Dollar Rate or the Fixed CD Rate unless (A) it is in an amount equal to the lesser of (x) $1,000,000 (or a multiple of $100,000 in excess thereof) and (y) the amount of such Tranche and, if it is a partial reduction of such Tranche, the amount of the remaining portion of such Tranche shall not be less than $1,000,000, and (B) it is at the end of the Yield Accrual Period therefor; (ii) no such reduction may be made in respect of any Tranche accruing Yield at the Base Rate unless it is in an amount equal to the lesser of (x) $1,000,000 (or a multiple of $100,000 in excess thereof) and (y) the amount of such Tranche and, if it is a partial reduction of such Tranche, the amount of the remaining portion of such Tranche shall not be less than $1,000,000; (iii) no such reduction shall be made unless CPFC shall have determined, based on consultation with its chief accounting officer, that the amount of such reduction will have no effect on the treatment of sales of interests in the Receivables to the Buyers hereunder as sales in accordance with GAAP; (iv) notice shall be given to the Administrative Agent (x) at least two Business Days prior to the reduction of any Tranche accruing Yield at the Fixed CD Rate, (y) at least three Euro-Dollar Business Days prior to the reduction of any Tranche accruing Yield at the Euro-Dollar Rate, and (z) on or prior to the date of a reduction of any Tranche accruing Yield at the Base Rate; and (v) subject to Section 2.8, CPFC may revoke a notice given under clause (iv).

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, at any time that an Event of Default exists (whether by virtue of the Obligations (other than Unasserted Obligations) not being paid in full on the Maturity Date or as a result of the acceleration of the Obligations in accordance with the provisions thereof or otherwise) when Borrower make or are required to make any payment or prepayment of the Loan, Borrower agree that (without notice or demand of any kind from Lender, such notice and demand being hereby expressly waived) Borrower shall be required to pay and shall pay the sum of: (i) the Outstanding Amount being paid or prepaid; plus (ii) the applicable Make-Whole Amount; plus (iii) interest (at the rate then applicable to the Loan) on the amounts in the immediately preceding clause (i) through and including the later of the first anniversary of the Effective Date and the date of prepayment or repayment.

Payments Under Certain Circumstances. (a) (i) If, as to any Receivable, a representation or warranty deemed made pursuant to Section 3.03 on the date of any Purchase of a Purchased Interest therein was not true when deemed made, NSFC shall, within two Business Days of discovery by or notice to NSFC of such fact, deposit in the Collection Account, as a Collection with respect thereto, the Outstanding Balance of such Receivable;

Payments Under Certain Circumstances. (a) If, as to any Receivable, a representation or warranty deemed made pursuant to Section 4.3 on the date of any Purchase of a Purchased Interest therein was not true in all material respects when deemed made, CPFC shall, within two Business Days of discovery by or notice to CPFC of such fact, deposit in the Collection Account, as a Collection with respect thereto, the Outstanding Balance of such Receivable; (b) if at any time the Buyers shall cease to have a perfected undivided ownership interest, or a first priority perfected security interest, in a Receivable free and clear of all Adverse Interests, CPFC shall, within two Business Days of discovery by or notice to CPFC of such fact, deposit in the Collection Account, as a Collection with respect thereto, the Outstanding Balance of such Receivable; and (c) if on any day the Outstanding Balance of a Receivable (or the amount thereof treated as an Eligible Receivable) is reduced or canceled as a result of any Dilution Factor with respect to such Receivable, CPFC shall deposit in the Collection Account on such day (or, if such day is not a Business Day, the next succeeding Business Day), as a Collection with respect thereto, the amount of such reduction or cancellation; PROVIDED that, so long as no Termination Event or Potential Termination Event shall have occurred and be continuing, no such deposit shall be required except to the extent that if such deposit were not made, the Adjusted Buyers' Interest would exceed 100% (calculated, prior to the Termination Date, after applying Available Collections in accordance with Section 3.7 hereof); PROVIDED FURTHER that if the circumstances described in clause (b) apply to all Receivables, CPFC shall instead repurchase the Purchased Interest at a price equal to the Aggregate Unpaids by paying such amount to the Administrative Agent for the account of the Buyers.