Commitment Termination Fee and Prepayment Fee Clause Samples

Commitment Termination Fee and Prepayment Fee. The Prepayment Fee and the Commitment Termination Fee shall become immediately due and owing in the event of any acceleration of the Obligations whether at the election of Agent or automatically pursuant to the terms of this Agreement. The Prepayment Fee, as well as the Commitment Termination Fee, shall be secured by all security and collateral for the Obligations and shall, after it becomes due and payable, be treated as if it were added to the Obligations for all purposes including accrual of interest, foreclosure (whether through power of sale, judicial proceeding, or otherwise) (“Foreclosure Sale”), redemption, and bankruptcy (including pursuant to Section 506 of the Bankruptcy Code or any successor provision); without limiting the generality of the foregoing, it is understood and agreed that the Prepayment Fee, as well as the Commitment Termination Fee, may be added to Agent’s bid at any Foreclosure Sale. If a Prepayment Fee or a Commitment Termination Fee is due hereunder, Agent shall deliver to the Borrower Agent a statement setting forth the amount and determination of the Prepayment Fee or Commitment Termination Fee, and, provided that Agent shall have in good faith applied the formula described in the definition of “Prepayment Fee” or “Commitment Termination Fee”, as applicable, the Borrower Agent shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Agent on any day during the thirty (30) day period preceding the date of such prepayment; provided, however, that delivery of such statement shall not be a condition to such Prepayment Fee or Commitment Termination Fee becoming immediately due and owing in accordance with this Section 9.4. Each Borrower and each Guarantor acknowledges that the above described fees are estimates of Lenders’ and Holders’ damages in the event of early termination and is not a penalty. In the event of termination of the Commitments established pursuant to this Agreement, all of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination. All undertakings, agreements, covenants, warranties and representations of Borrowers and Guarantors contained in the Credit Documents shall survive any such termination, and Agent shall retain its liens in the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termi...