Prepayment and Cancellation Clause Samples

Prepayment and Cancellation. 29 10. Interest........................................................ 31 11. Terms........................................................... 33 12.

Prepayment and Cancellation. (a) The Borrowers may at any time prepay, in whole or in part, Borrowings outstanding under the Facilities and thereby reduce or cancel, as the case may be, corresponding Commitments by the amount of such prepayment upon giving the Canadian Agent and/or the U.S. Agent, as the case may be, at least 3 Business Days’ prior written notice, in the case of the Canadian Facilities, in minimum amounts of Cdn.$10,000,000 and multiples of Cdn. $1,000,000 thereafter (or the Equivalent Amount thereof in U.S.$) and in the case of the U.S. Facilities, in minimum amounts of U.S. $10,000,000 and multiples of U.S. $1,000,000 thereafter. Any such prepayment of Borrowings outstanding under the Facilities shall be applied against reductions of Commitments and related repayment instalments required to be made under Section 3.11 in inverse order of maturity For greater certainty repayments made under a Revolving Facility or a Swingline Facility pursuant to Section 2.2 do not constitute prepayments under this Section 6.1. (b) The Borrowers may, at any time, reduce or cancel any unused portion of the Commitments, provided that to the extent any such reduction shall cause any Borrowings outstanding to exceed the Commitments so reduced or cancelled such Borrowers shall prepay any such excess in accordance with paragraph (a) above. (c) Any prepayment and reduction or cancellation relating to Bankers’ Acceptances, or Libor Loans shall be made subject to the Borrowers’ obligations under Section 7.4. (d) Any such prepayment and reduction shall reduce the Commitments of the Lenders pro rata according to their respective Participations.

Prepayment and Cancellation. 32 8. INTEREST................................................................................................................................................................. 36 9.

Prepayment and Cancellation. 14.1 Mandatory prepayment and cancellation - illegality (a) A Lender must notify the Company promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan. (b) After notification under paragraph (a) above: (i) the Company must repay or prepay the share of that Lender in each Loan made to it on the date specified in paragraph (c) below; and (ii) the Commitments of that Lender will be immediately cancelled. (c) The date for repayment or prepayment of a Lender’s share in a Loan will be: (i) the Business Day following receipt by the Company of notice from the Lender under paragraph (a) above; or (ii) if later, the latest date allowed by the relevant law, but in any event no later than the last day of the current Term of that Loan. 14.2 Mandatory prepayment - disposals (a) If any member of the Group disposes of any assets including shares to an entity that is not a member of the Group the net proceeds of any such disposal (not being a disposal permitted by paragraphs (b)(i) and (ii) of Clause 17.6 (Disposals)) (Disposal Proceeds) shall, if in excess of €250,000,000 (or its equivalent in other currencies) in aggregate during the life of the Facility and in excess of €100,000,000 individually be applied in prepayment of the Facility in accordance with Clause 7.9 (Prepayments and reduction of Commitments). Any such prepayment will be made at the end of the then current Term next to expire. (b) Notwithstanding paragraph (a), if any Disposal Proceeds are received by a member of the Group prior to the end of the Availability Period, only to the extent that the Disposal Proceeds exceed the maximum amount available under the Facility at such time that is or will be cancelled in accordance with Clause 7.6(c) (Mandatory cancellation) shall such Disposal Proceeds be applied in accordance with paragraph (a) above. 14.3 Mandatory prepayment - receipts (a) If any member of the Group receives net proceeds from any public or private bond or any issue, sale or public offering of any debt or equity security (including any preference share), any convertible instrument, hybrid instrument issued by any member of the Group (Net Proceeds) that are not Excluded Proceeds (as defined below) then it shall procure that any such Net Proceeds are applied in repayment of the Facility. Such prepayment shall be made at the end of the then current Term next to expire. E...

Prepayment and Cancellation. 9 8. INTEREST....................................... 10 9.

Prepayment and Cancellation. 33 SECTION 5 COSTS OF UTILISATION 9. Interest ..................................................................................................................................... 39 10.

Prepayment and Cancellation. 6.1 Mandatory prepayment - illegality If it becomes, or to the knowledge of the Lender is to become, unlawful in any jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or a Finance Document or to fund or maintain one or more of the Loans (the Event of Illegality), the Lender shall notify the Borrowers. The Borrowers and the Lender shall thereafter consult with each other in good faith for a period of thirty (30) days or in the event that the Event of Illegality takes effect before the expiration of 30 days, for the maximum number of days available before the Event of Illegality takes effect with a view to restructuring the Facility in such a way as to avoid the effect of the Event of Illegality. If agreement cannot be reached between the parties within this period, the Borrowers shall repay the relevant Loan or Loans to the Lender on the last day of the Term for each relevant Loan which is current at the time the Lender notifies the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Owners (being no earlier than the last day of any applicable grace period permitted by Applicable Law). 6.2 Mandatory prepayment – change of control of Danaos (a) The Borrowers must promptly notify the Lender if any of them becomes aware of any person or group of persons acting in concert gaining control of Danaos from ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ and his immediate family, be it direct or indirect. (b) After notification under paragraph (a) above or if the Lender otherwise becomes aware of the same, the Lender may, by notice to the Borrowers delivered to the Borrowers within 30 days of such notification: (i) cancel the Facility; and (ii) declare all outstanding Loans to be promptly, and in any event within 60 days of such declaration due and payable. Any such notice will take effect in accordance with its terms. (c) In paragraph (a) above: control has the meaning given to it in section 416 of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 6.3 Mandatory prepayment- Change of control of the Charterer (a) The Borrowers must promptly notify the Lender if any of them becomes aware of any person or group of persons acting in concert gaining control of the Charterer, be it direct or indirect. (b) After notification under paragraph (a) above or if the Lender otherwise becomes aware of the same in respect of the Charterer, the Le...

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality (a) If at any time: (i) it is necessary under the laws and constitution of the Republic: (A) in order to enable any Lender to enforce its rights under the Finance Documents; or (B) by reason only of the execution, delivery and performance of this Agreement by any Lender, that any Lender should be licensed, qualified or otherwise entitled to carry on business in the Republic; (ii) a Lender is or will be deemed to be resident, domiciled or carrying on business in or subject to the laws of the Republic by reason only of the execution, delivery, performance and/or enforcement of any Finance Document; (iii) in any proceedings taken in the Republic in respect of any Finance Document or for the enforcement of any Finance Document, the choice of English law as the governing law of the Finance Document will not be recognised; or (iv) it is or becomes unlawful in any applicable jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, and the occurrence of any of the foregoing causes a Lender (acting reasonably) to believe it is materially prejudiced thereby then: (I) the relevant Lender must notify the Company (through the Facility Agent) accordingly; and (II) the Company shall prepay that Lender's participation in all the Loans on the date specified in paragraph (b) of this Clause 8.1, together with all other amounts payable by it to that Lender under the Finance Documents and the Commitment of that Lender shall forthwith be reduced to zero, except that paragraphs (i) and (ii) of this Clause 8.1 do not apply to any Lender acting through its Facility Office or having a permanently established office or branch in the Republic. (b) The date for repayment or prepayment of a Lender's share in a Loan will be: (i) the last day of the current Term of that Loan; or (ii) if earlier, the date specified by the Lender in the notification under paragraph (a)(iv)(I) of this Clause 8.1 and which must not be earlier than the last day of any applicable grace period allowed by law.

Prepayment and Cancellation. 26 10. Interest.............................................................29 11. Payments.............................................................30 12. Taxes................................................................33 13.