Tranche C Makewhole Amount definition

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.

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 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, (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 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 ▇▇▇▇▇▇’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...