Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three Business Days prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related Breakage Fees, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), and other accrued and unpaid costs and expenses of Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable. (b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05. (c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 5 contracts
Samples: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part part, at the option of the Borrower Borrower, at any time by the Borrower (or the Servicer, on the Borrower’s behalf) delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders Lender Agents at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related Breakage Fees, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Lender Agents and upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 5 contracts
Samples: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent Trustee and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay reduction and upon payment in full the related of any Hedge Breakage FeesCosts, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), Breakage Fees and other accrued and unpaid costs and expenses of Administrative Agent and Lenders Note Purchaser related to such prepayment; provided that no such reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower may, at its option, shall not terminate this Agreement and the or any other Transaction Documents Document or reduce the Maximum Facility Amount prior to the date which is five Business Days prior to the Stated Maturity Date without the Agent’s prior written consent, which consent may be withheld in the Agent’s sole discretion; provided, that (i) upon three Business Days’ prior written notice to the Administrative Agent Agent, the Trustee and the Lenders Hedge Counterparty and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may terminate this Agreement upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, any Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent and LendersNote Purchaser, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations and (other than unmatured contingent indemnification obligations). In additionii) with the prior written consent of the Agent, the Borrower may, at its option, may reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, Premium and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided provided, further that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that either (i)(x) the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Agent or any of their respective Affiliates or (y) the Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Agent or their respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing), (ii) as of any date of determination, the Agent has not approved greater than 33% of the Eligible Loan Assets submitted by the Borrower for approval prior to such date, such percentage to be calculated based on the number of Eligible Loan Assets reviewed; provided, that only Eligible Loan Assets with respect to which the Borrower has provided the Agent with all of the information reasonably requested by the Agent to make such approval determination for such Eligible Loan Asset; provided, further, that at least 15 Eligible Loan Assets that meet the criteria of the foregoing proviso must have been reviewed for this clause (ii) to apply. For the avoidance of doubt, any reference to “Eligible Loan Asset” in this Section 2.18(c) shall include Loan Assets which are not “Eligible Loan Assets” solely due to the failure to satisfy clause 11 of Schedule III to this Agreement or (iii) this Agreement is terminated within five Business Days prior to the Stated Maturity Date.
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Note Purchaser to enter into this Agreement.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof), the Collateral Agent Trustee and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepaymentprepayment (x) in part, the Borrower shall also pay any Hedge Breakage Costs, any Breakage Fees and all accrued and unpaid costs and expenses of Agent and Lenders related to such prepayment and (y) in whole, the Borrower shall also pay in full the related all accrued and unpaid Yield, any Hedge Breakage FeesCosts, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), Breakage Fees and other accrued and unpaid costs and expenses of Administrative the Agent and the Lenders related to such prepayment; provided that no such reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower may, at its option, shall not terminate this Agreement and the or any other Transaction Documents Document or reduce the aggregate Commitments prior to the date which is five Business Days prior to the Stated Maturity Date without the Agent’s prior written consent, which consent may be withheld in the Agent’s sole discretion; provided that (i) upon three Business Days’ prior written notice to the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof), the Trustee and the Lenders Hedge Counterparty and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may terminate this Agreement upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, any Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) Lenders and payment of all other Obligations (other than unmatured contingent indemnification obligations). In additionobligations in respect of which no claim has been, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part the Agent’s reasonable determination, will be asserted) and (ii) upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction to the Agent (who will provide each Lender with a copy promptly upon receipt thereof) at least three one Business Days Day prior to such reduction; provided reduction and with the prior written consent of the Agent, the Borrower may reduce in part the portion of the aggregate Commitments that exceeds the sum of all Advances Outstanding, all accrued and unpaid Yield (x) after giving effect pro rata with respect to the portion of the aggregate Commitments so reduced), any Breakage Fees, any Hedge Breakage Costs, and all accrued and unpaid costs and expenses of the Agent and the Lenders relating to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) partial termination, pro rata to each Lender; provided, further, that no Event of Default or Unmatured Event of Default would result from such partial reduction in the Maximum Facility Amountaggregate Commitments. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof), the Collateral Agent Trustee and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepaymentprepayment (x) in part, the Borrower shall also pay any Hedge Breakage Costs, any Breakage Fees and all accrued and unpaid costs and expenses of Agent and Lenders related to such prepayment and (y) in whole, the Borrower shall also pay in full the related all accrued and unpaid Yield, any Hedge Breakage FeesCosts, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), Breakage Fees and other accrued and unpaid costs and expenses of Administrative the Agent and the Lenders related to such prepayment; provided that no such reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower may, at its option, shall not terminate this Agreement and the or any other Transaction Documents Document or permanently reduce the aggregate Commitments prior to the date which is five Business Days prior to the Stated Maturity Date without the Agent’s prior written consent, which consent may be withheld in the Agent’s sole discretion; provided that (i) upon three Business Days’ prior written notice to the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof), the Trustee and the Lenders Hedge Counterparty and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may terminate this Agreement upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, any Hedge Breakage Costs, the Commitment Termination Premium, if any, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) Lenders and payment of all other Obligations (other than unmatured contingent indemnification obligations). In additionobligations in respect of which no claim has been, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part the Agent’s reasonable determination, will be asserted) and (ii) upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction to the Agent (who will provide each Lender with a copy promptly upon receipt thereof) at least three one Business Days Day prior to such reduction; provided reduction and with the prior written consent of the Agent, the Borrower may permanently reduce in part the portion of the aggregate Commitments that exceeds the sum of all Advances Outstanding upon payment in full of all accrued and unpaid Yield (x) after giving effect pro rata with respect to the portion of the aggregate Commitments so reduced), any Breakage Fees, any Hedge Breakage Costs, the Commitment Termination Premium, if any, and all accrued and unpaid costs and expenses of the Agent and the Lenders relating to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) partial termination, pro rata to each Lender; provided, further, that no Event of Default or Unmatured Event of Default would result from such partial reduction in the Maximum Facility Amountaggregate Commitments. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Commitment Termination Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Ares Capital Corp), Loan and Servicing Agreement (Ares Capital Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding Borrower may only be reduced prepay the Principal Sum outstanding plus accrued but unpaid interest on the Promissory Notes in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agenttime. Except as otherwise provided herein, the Collateral Agent amount of any prepayment shall be applied first to satisfy the payment of any fees, costs, charges or expenses incurred by Lender in connection with this Agreement, including but not limited to attorneys' fees, then second in reduction of accrued and the Lenders at least three Business Days prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related Breakage Feesunpaid interest, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), and other accrued and unpaid costs and expenses of Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agentthird, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocablePrincipal Sum.
(b) The Notwithstanding the foregoing, Borrower may, at its option, may terminate this Agreement in connection with Borrower's prepayment of the entire Principal Sum and the other Transaction Documents upon three Business Days’ Lender's receipt of ninety (90) days prior written notice thereof. In the event of any termination of this Agreement, Borrower shall be required to discharge, no later than the Administrative Agent and effective date of termination, the Lenders and upon payment in full of all Advances OutstandingPrincipal Sum, all accrued and unpaid Yieldinterest, all Obligations and all other amounts owing from Borrower to Lender pursuant to this Agreement, whether any Breakage Feessuch amount and due and payable at such time, and any agreement or document executed or delivered hereunder. The security interest created by Borrower in favor of Lender pursuant to this Agreement, and all other rights and remedies of Lender pursuant to this Agreement, shall continue in full force and effect notwithstanding any termination of this Agreement, until the Principal Sum, all accrued and unpaid costs interest, all Obligations and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the obligations owing from Borrower may, at its option, reduce the Maximum Facility Amount to Lender are discharged in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05full.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (CCC Globalcom Corp), Loan and Security Agreement (CCC Globalcom Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent Agent, the Lender Agents and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Hedge Breakage FeesCosts, if any, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iiiii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent Agent, the Lender Agents and the Lenders any Hedge Counterparty and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Golub Capital BDC, Inc.), Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders Lender Agents at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Lender Agents and upon payment in full of all Advances Outstanding, outstanding Advances; all accrued and unpaid Yield, ; any Breakage Fees, ; all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders; to the extent terminated within one year of the Closing Date, payment of the Make-Whole Prepayment Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Prepayment Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three Business Days prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower shall not have an option to terminate this Agreement and the other Transaction Documents during the Non-Call Period. After the expiration of the Non-Call Period, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third second anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding no Loan may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) repaid prior to the Administrative Early Amortization Commencement Date without the Agent’s prior written consent, which consent may be withheld in the Collateral Agent and the Lenders at least three Business Days prior to such reduction. Upon any prepaymentAgent’s sole discretion; provided, the Borrower shall also pay in full the related Breakage Feeshowever, if any, that upon ten (solely to the extent such prepayment occurs on any day other than a Payment Date), and other accrued and unpaid costs and expenses of Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i10) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent Agent, (i) the Borrower may prepay, in part or in whole, the principal balance of the Loans advanced hereunder in connection with (A) a Take-Out Securitization, so long as the Borrower has complied with the penultimate sentence of this paragraph in connection therewith, or (B) a sale of the Receivables and related Contracts, without recourse, to an unaffiliated third party for a purchase price payable concurrently with such sale and in cash (and in either case the Lenders proceeds of which Take-Out Securitization or sale shall be deposited into the Collection Account) and upon payment (ii) the Borrower may prepay in whole, and thereupon terminate the facility, without paying any Termination Fee but otherwise paying all Obligations outstanding hereunder in full (including amounts owed under Section 2.13), in the event that the Lender or any Affected Party related thereto shall have made demand for payment of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses amount pursuant to any of the Administrative Agent and Lendersprovisions of Section 2.13, payment which amount once paid by the Borrower would cause the Borrower’s effective borrowing margin (treating such amount for this purpose as if part of the Make-Whole Premium pro rata to each Lender if applicable CP Margin or Adjusted Eurodollar Rate Margin, as the case may be, chargeable as part of Yield) would constitute an increase in such prepayment occurs prior to margin, measured over a one year period preceding the third anniversary assessment of such amount against the Closing Date Borrower, of 0.25% or more, and (subject to Section 2.10(f)iii) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) so long as after giving effect to such reduction thereto no Borrowing Base Deficiency will exist, permanently reduce the Maximum Facility Amount is unutilized Borrowing Limit (in increments of not less than $1,000,000) upon payment of the Advances Outstanding applicable Termination Fee as set forth in the Fee Letter. The Borrower further agrees in connection with any Take-Out Securitization (but only to the extent that such Take-Out Securitization relates to Pledged Receivables that are PrePrime Receivables), that in connection therewith, it shall offer to DZ Bank, with acceptance of either or both of such roles to be at DZ Bank’s option, (A) a right of first refusal to match the terms and conditions of any agreement for the placement of the Pledged Receivables that are PrePrime Receivables in the private term market for asset-backed securities, and (y2) no Event in connection with the proposed Take-Out Securitization, the recognized role of Default or Unmatured Event of Default would result from such reduction “Co-Placement Agent” in the Maximum Facility Amount. Any termination related placement of this Agreement shall be subject to Section 11.05the Pledged Receivables that are PrePrime Receivables in the private term market for asset-backed securities.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 2 contracts
Samples: Receivables Loan and Security Agreement (Mru Holdings Inc), Receivables Loan and Security Agreement (Mru Holdings Inc)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole reasonable discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default (that has not been waived) or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocablerevocable by the Borrower only to the extent such repayment notice was conditioned upon the effectiveness of some other event not subject to the control of the Borrower, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition to repayment is not or will not be satisfied.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium (provided that no Make-Whole Premium shall be due and payable in the event that (i) such termination is due to each Lender being a Defaulting Lender, (ii) such termination is due to each Lender requesting compensation under Sections 2.10 or 2.11 or being unwilling or unable to fund Advances at the SOFR Rate for the reasons specifically provided for in Section 2.10, (iii) CIBC ceases to act as Administrative Agent or CIBC and its Affiliates cease to constitute the Required Lenders or (iv) a Make-Whole Termination Event occurs) pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided that no Make-Whole Premium shall be due and payable in the event that the related prepayment occurs after the one-year anniversary of the Closing Date.
(c) Prior to the Facility Maturity Date, the Borrower may, at its option, shall have the right to terminate or reduce the unused amount of the Maximum Facility Amount in whole at any time or in part upon from time to time concurrently with the payment in full of the any applicable Make-Whole PremiumPremium payable in connection therewith upon not less than three (3) Business Days’ prior notice to the Administrative Agent of each such termination or reduction, if applicable, which notice shall specify the effective date of such termination or reduction and delivery the amount of a Notice of Reduction at least three Business Days prior to any such reduction; provided that (xi) after giving effect to the amount of any such reduction of the Maximum Facility Amount is not less than shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii) no such reduction will reduce the Maximum Facility Amount below the sum of (x) Advances Outstanding at such time and (y) the difference (if any) between the Aggregate Unfunded Exposure Amount at such time and the amount on deposit in the Unfunded Exposure Account; provided that no Make-Whole Premium shall be due and payable in the event that (i) such termination or reduction is of the Commitment of a Defaulting Lender, (ii) such termination is of the Commitment of any Lender requesting compensation under Sections 2.10 or 2.11 or which is unwilling or unable to fund Advances at the SOFR Rate for the reasons specifically provided for in Section 2.10, but in each case solely with respect to the portion of the Make-Whole Premium that would have been payable with respect to the Commitment so terminated or reduced, (iii) CIBC ceases to act as Administrative Agent or CIBC and its Affiliates cease to constitute the Required Lenders or (iv) a Make-Whole Termination Event occurs. Such notice of Default termination or Unmatured Event reduction shall be irrevocable and effective only upon receipt and shall be applied pro rata to reduce the respective Commitments of Default would result from such each Lender. Except as otherwise set forth herein, upon the occurrence of the Collection Date, this Agreement shall terminate automatically.
(d) The Commitments of the Lenders once terminated or reduced may not be reinstated. Each reduction in of the Maximum Facility Amount. Any termination of Amount pursuant to this Agreement Section 2.18 shall be subject to Section 11.05applied ratably among the Lenders in accordance with their respective Commitments.
(ce) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
(f) If the Securities Intermediary is instructed to make any prepayments pursuant to Section 2.18, the Securities Intermediary shall make such prepayments in accordance with the written direction of the Borrower (or the Servicer on its behalf).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, including without limitation, limitation any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, Agent and the Collateral Agent and the Lenders at least three Business Days (or, in the case of One Day Advances, one Business Day) prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date)Date or with less than three Business Days’ (or, in the case of One Day Advances, one Business Day’s) prior written notice to the Administrative Agent) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders the Lender related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower shall not terminate this Agreement or any other Transaction Document during the Non-Call Period. After the expiration of the Non-Call Period but prior to the second anniversary of the First Amendment Effective Date, (i) upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and Lendersthe Lender, the Make-Whole Premium and all other Obligations (other than unmatured contingent obligations) and (ii) with the prior written consent of the Administrative Agent, the Borrower may reduce the Maximum Facility Amount upon payment in full of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and Premium, payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, ) and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05. From and after the second anniversary of the First Amendment Effective Date, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. From and after the second anniversary of the First Amendment Effective Date and subject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and the Lender and payment of all other Obligations (other than unmatured contingent obligations) (but without the payment of any prepayment premiums, including the Make-Whole Premium, or prepayment fees).
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that either (x) the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of their respective Affiliates or (y) the Administrative Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Lender to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders Lender Agents at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Lender Agents and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligationsobligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted). In addition, the Borrower may, at its option, may reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by the Administrative Agent; provided that the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent holds at least 51% of the aggregate commitments of such replacement or other financing.
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
(e) Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Facility Maturity Date or on such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent Agent, the Lender Agents and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Hedge Breakage FeesCosts, if any, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders related to such prepaymentprepayment to the extent invoiced to the Borrower on or prior to such date; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent Agent, the Lender Agents and the Lenders any Hedge Counterparty and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided that no Make-Whole Premium shall be due and payable (i) in the event that a prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates and (ii) if at any time the Servicer does not consent to the Alternative Rate and, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of all Obligations hereunder, terminates the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05Transaction Documents.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, including without limitation, limitation any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, Agent and the Collateral Agent and the Lenders at least three Business Days (or, in the case of One Day Advances, one Business Day) prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Make-Whole Premium, any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date)Date or with less than three Business Days’ (or, in the case of One Day Advances, one Business Day’s) prior written notice to the Administrative Agent) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders the Lender related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. Subject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition) (but without the payment of any prepayment premiums, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of including the Make-Whole Premium, if applicableor prepayment fees).
(c) Notwithstanding anything to the contrary in Section 2.18(b), and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided no Make-Whole Premium shall be payable by the Borrower in the event that either (x) after giving effect to such reduction the Maximum Facility Amount is not less than Obligations are refinanced by the Advances Outstanding and proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of their respective Affiliates or (y) no Event the Administrative Agent or any of Default their respective Affiliates enters into another credit facility or Unmatured Event other financing with the Transferor or any of Default would result from such reduction in its Affiliates substantially concurrently with the Maximum Facility Amount. Any termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall be subject to Section 11.05equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(cd) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Lender to enter into this Agreement.
Appears in 1 contract
Samples: Amendment No. 8 (Ares Capital Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction at least one Business Day prior to such reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three Business Days prior to such reduction. Upon any prepayment, the Borrower shall also pay upon payment in full the related of any Breakage Fees, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), Fees and other accrued and unpaid costs and expenses of Administrative Agent and Lenders Note Purchaser related to such prepayment; provided that no such reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower may, at its option, shall not terminate this Agreement and the or any other Transaction Documents Document or reduce the Maximum Facility Amount prior to the date which is five Business Days prior to the Stated Maturity Date without the Agent’s prior written consent, which consent may be withheld in the Agent’s sole discretion; provided, that (i) upon three Business Days’ prior written notice to the Administrative Agent Agent, and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Lenders and Borrower may terminate this Agreement upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and LendersNote Purchaser, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations and (other than unmatured contingent indemnification obligations). In additionii) with the prior written consent of the Agent, the Borrower may, at its option, may reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, Premium and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided provided, further that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that either (i)(x) the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Agent or any of their respective Affiliates or (y) the Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Agent or their respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing), (ii) as of any date of determination, the Agent has not approved greater than 33% of the Eligible Loan Assets submitted by the Borrower for approval prior to such date, such percentage to be calculated based on the number of Eligible Loan Assets reviewed; provided, that only Eligible Loan Assets with respect to which the Borrower has provided the Agent with all of the information reasonably requested by the Agent to make such approval determination for such Eligible Loan Asset; provided, further, that at least 15 Eligible Loan Assets that meet the criteria of the foregoing proviso must have been reviewed for this clause (ii) to apply. For the avoidance of doubt, any reference to “Eligible Loan Asset” in this Section 2.18(c) shall include Loan Assets which are not “Eligible Loan Assets” solely due to the failure to satisfy clause 11 of Schedule III to this Agreement or (iii) this Agreement is terminated within five Business Days prior to the Stated Maturity Date.
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Note Purchaser to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole reasonable discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default (that has not been waived) or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided that no Make-Whole Premium shall be due and payable in the event that (i) the related prepayment occurs after the second anniversary of the Closing Date or (ii) a prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates.
(c) Prior to the Facility Maturity Date, the Borrower may, at its option, shall have the right to terminate or reduce the unused amount of the Maximum Facility Amount in whole at any time or in part upon from time to time concurrently with the payment in full of the any applicable Make-Whole PremiumPremium payable in connection therewith upon not less than three (3) Business Days’ prior notice to the Administrative Agent of each such termination or reduction, if applicable, which notice shall specify the effective date of such termination or reduction and delivery the amount of a Notice of Reduction at least three Business Days prior to any such reduction; provided that (xi) after giving effect to the amount of any such reduction of the Maximum Facility Amount is not less than shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii) no such reduction will reduce the Maximum Facility Amount below the sum of (x) Advances Outstanding at such time and (y) the difference (if any) between the Aggregate Unfunded Exposure Amount at such time and the amount on deposit in the Unfunded Exposure Account; provided that no Event Make-Whole Premium shall be due and payable in the event that (i) such termination or reduction is of Default the Commitment of a Defaulting Lender, or Unmatured Event (ii) such termination is of Default the Commitment of any Lender requesting compensation under Sections 2.10 or 2.11 or which is unwilling or unable to fund Advances at the SOFR Rate for the reasons specifically provided for in Section 2.10, but in each case solely with respect to the portion of the Make-Whole Premium that would result from such have been payable with respect to the Commitment so terminated or reduced. Such notice of termination or reduction in shall be irrevocable and effective only upon receipt and shall be applied pro rata to reduce the respective Commitments of each Lender. Except as otherwise set forth herein, upon the occurrence of the Collection Date, this Agreement shall terminate automatically. AmericasActive:18709990.5
(d) The Commitments of the Lenders once terminated or reduced may not be reinstated. Each reduction of the Maximum Facility Amount. Any termination of Amount pursuant to this Agreement Section 2.18 shall be subject to Section 11.05applied ratably among the Lenders in accordance with their respective Commitments.
(ce) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
(f) If the Account Bank is instructed to make any prepayments pursuant to Section 2.18, the Account Bank shall make such prepayments in accordance with the written direction of the Borrower (or the Servicer on its behalf).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, including without limitation, limitation any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, Agent and the Collateral Agent (with a copy to the Collateral Custodian and the Lenders Bank) at least three Business Days (or, in the case of One Day Advances, one Business Day) prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Make- Whole Premium, any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date)Date or with less than three Business Days’ (or, in the case of One Day Advances, one Business Day’s) prior written notice to the Administrative Agent) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders the Lender related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Collateral Agent (with a copy to the Collateral Custodian and the Bank) and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. Subject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition) (but without the payment of any prepayment premiums, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of including the Make-Whole Premium, if applicableor prepayment fees).
(c) Notwithstanding anything to the contrary in Section 2.18(b), and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided no Make- Whole Premium shall be payable by the Borrower in the event that either (x) after giving effect to such reduction the Maximum Facility Amount is not less than Obligations are refinanced by the Advances Outstanding and proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of their respective Affiliates or (y) no Event the Administrative Agent or any of Default their respective Affiliates enters into another credit facility or Unmatured Event other financing with the Transferor or any of Default would result from such reduction in its Affiliates substantially concurrently with the Maximum Facility Amount. Any termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate BUSINESS.29976944.129976944.10 commitments of such financing shall be subject to Section 11.05equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(cd) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Lender to enter into this Agreement.
Appears in 1 contract
Samples: Amendment No. 9 (Ares Capital Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders Lender Agents at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Lender Agents and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligationsobligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted). In addition, the Borrower may, at its option, may reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of its respective Affiliates (provided that the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Consent and Omnibus Amendment (Solar Senior Capital Ltd.)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction at least one Business Day prior to such reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three Business Days prior to such reduction. Upon any prepayment, the Borrower shall also pay upon payment in full the related of any Breakage Fees, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), Fees and other accrued and unpaid costs and expenses of Administrative Agent and Lenders Note Purchaser related to such prepayment; provided that no such reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower may, at its option, shall not terminate this Agreement and the or any other Transaction Documents Document or reduce the Maximum Facility Amount prior to the date which is five Business Days prior to the Stated Maturity Date without the Agent’s prior written consent, which consent may be withheld in the Agent’s sole discretion; provided, that (i) upon three Business Days’ prior written notice to the Administrative Agent Agent, and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Lenders and Borrower may terminate this Agreement upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and LendersNote Purchaser, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In additionwithout giving effect to clause (ii) of the definition thereof) and (ii) with the prior written consent of the Agent, the Borrower may, at its option, may reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, Premium and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided provided, further that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that either (i)(x) the Obligations (without giving effect to clause (ii) of the definition thereof) are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Agent or any of their respective Affiliates or (y) the Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Agent or their respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing), (ii) as of any date of determination, the Agent has not approved greater than 33% of the Eligible Loan Assets submitted by the Borrower for approval prior to such date, such percentage to be calculated based on the number of Eligible Loan Assets reviewed; provided, that only Eligible Loan Assets with respect to which the Borrower has provided the Agent with all of the information reasonably requested by the Agent to make such approval determination for such Eligible Loan Asset; provided, further, that at least 15 Eligible Loan Assets that meet the criteria of the foregoing proviso must have been reviewed for this clause (ii) to apply. For the avoidance of doubt, any reference to “Eligible Loan Asset” in this Section 2.18(c) shall include Loan Assets which are not “Eligible Loan Assets” solely due to the failure to satisfy clause 11 of Schedule III to this Agreement or (iii) this Agreement is terminated within five Business Days prior to the Stated Maturity Date.
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Note Purchaser to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent Agent, the Lender Agents and the Lenders Hedge Counterparty at least one Business Day prior to such reduction for prepayments of $25,000,000 or less and three Business Days prior to such reductionfor all other prepayments. Upon any prepayment, the Borrower shall also pay in full the related any Hedge Breakage FeesCosts, if any, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iiiii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent Agent, the Lender Agents and the Lenders any Hedge Counterparty and upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the further that no Make-Whole Premium, if applicable, Premium shall be due and delivery of a Notice of Reduction payable so long as (i) this Agreement is terminated at least three Business Days prior six months after the Closing Date and (ii) the aggregate Commitments (calculated pursuant to such reduction; provided that clause (xi) after giving effect to such reduction of the Maximum Facility Amount definition thereof) at the time of termination is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount$100,000,000. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part part, in minimum increments of $100,000 (or such lesser amount necessary to cure a Borrowing Base Deficiency), at the option of the Borrower at any time by delivering a Notice of Reduction written notice (which notice shall include a Borrowing Base Certificate) (such notice, a “Notice of Reduction”) to the Administrative Agent, the Collateral Agent and the Lenders at least three one (1) Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related Breakage Fees, if any, reduction (solely or such lesser period of time as permitted pursuant to the extent such prepayment occurs on any day other than a Payment DateSection 2.06), and other accrued and unpaid costs and expenses of Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocableirrevocable unless the Borrower provides written notice of any revocation along with an explanation as to such revocation. For the avoidance of doubt, the failure of the Borrower to make any prepayment pursuant to this Section 2.18(a) shall not, in and of itself, constitute an Event of Default.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three five (5) Business Days’ prior written notice to the Administrative Agent Agent, the Group Agents and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Omnibus Amendment (Blue Owl Technology Finance Corp. II)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent Agent, the Lender Agents and the Lenders Hedge Counterparty at least one Business Day prior to such reduction for prepayments of $25,000,000 or less and three Business Days prior to such reductionfor all other prepayments. Upon any prepayment, the Borrower shall also pay in full the related any Hedge Breakage FeesCosts, if any, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iiiii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent Agent, the Lender Agents and the Lenders any Hedge Counterparty and upon payment in full of all Advances Outstanding, Outstanding all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only USActive 52762757.1552762757.22 70 be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof), the Collateral Agent Trustee and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepaymentprepayment (x) in part, the Borrower shall also pay any Hedge Breakage Costs, any Breakage Fees and all accrued and unpaid costs and expenses of Agent and Lenders related to such prepayment and (y) in whole, the Borrower shall also pay in full the related all accrued and unpaid Yield, any Hedge Breakage FeesCosts, if any, (solely to the extent such prepayment occurs on any day other than a Payment Date), Breakage Fees and other accrued and unpaid costs and expenses of Administrative the Agent and the Lenders related to such prepayment; provided that no such reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower may, at its option, shall not terminate this Agreement and the or any other Transaction Documents Document or permanently reduce the aggregate Commitments prior to the date which is five Business Days prior to the Stated Maturity Date without the Agent’s prior written consent, which consent may be withheld in the Agent’s sole discretion; provided that (i) upon three Business Days’ prior written notice to the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof), the Trustee and the Lenders Hedge Counterparty and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may terminate this Agreement upon payment in full of all Advances Outstandingoutstanding Advances, all accrued and unpaid Yield, any Breakage Fees, any Hedge Breakage Costs, the Commitment Termination Premium, if any, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) Lenders and payment of all other Obligations (other than unmatured contingent indemnification obligations). In additionobligations in respect of which no claim has been, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part the Agent’s reasonable determination, will be asserted) and (ii) upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction to the Agent (who will provide each Lender with a copy promptly upon receipt thereof) at least three one Business Days Day prior to such reduction; provided reduction and with the prior written consent of the Agent, the Borrower may permanently reduce in part the portion of the aggregate Commitments that exceeds the sum of all Advances Outstanding upon payment in full of all accrued and unpaid Yield (x) after giving effect pro rata with respect to the portion of the aggregate Commitments so reduced), any Breakage Fees, any Hedge Breakage Costs, the Commitment Termination Premium, if any, and all accrued and unpaid costs and expenses of the Agent and the Lenders relating to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) partial termination, pro rata to each Lender; provided, further, that no Event of Default or Unmatured Event of Default would result from such partial reduction in the Maximum Facility Amountaggregate Commitments. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Commitment Termination Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, including without limitation, limitation any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, Agent and the Collateral Agent and the Lenders at least three Business Days (or, in the case of One Day Advances, one Business Day) prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Make-Whole Premium, any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date)Date or with less than three Business Days’ (or, in the case of One Day Advances, one Business Day’s) prior written notice to the Administrative Agent) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders the Lender related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower shall not terminate this Agreement or any other Transaction Document during the Non-Call Period. After the expiration of the Non-Call Period but prior to the second anniversary of the First Amendment Effective Date, (i) upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and Lendersthe Lender, the Make-Whole Premium and all other Obligations (other than unmatured contingent obligations) and (ii) with the prior written consent of the Administrative Agent, the Borrower may reduce the Maximum Facility Amount upon payment in full of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and Premium, payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, ) and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05. From and after the second anniversary of the First Amendment Effective Date, theThe Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. From and after the second anniversary of the First Amendment Effective Date and subjectSubject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and the Lender and payment of all other Obligations (other than unmatured contingent obligations) (but without the payment of any prepayment premiums, including the Make-Whole Premium, or prepayment fees).
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make- Whole Premium shall be payable by the Borrower in the event that either (x) the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of their respective Affiliates or (y) the Administrative Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Lender to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders Lender Agents at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Lender Agents and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligationsobligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted). In addition, the Borrower may, at its option, may reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of its respective Affiliates (provided that the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
(e) Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Facility Maturity Date or on such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, including without limitation, limitation any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, Agent and the Collateral Agent and the Lenders at least three Business Days Days’ prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), Date or with less than three Business Days’ prior written notice to the Administrative Agent) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders the Lender related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower shall not terminate this Agreement or any other Transaction Document during the Non-Call Period. After the expiration of the Non-Call Period but prior to the second anniversary of the Closing Date, (i) upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and Lendersthe Lender, the Make-Whole Premium and all other Obligations (other than unmatured contingent obligations) and (ii) with the prior written consent of the Administrative Agent, the Borrower may reduce the Maximum Facility Amount upon payment in full of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and Premium, payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, ) and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05. From and after the second anniversary of the Closing Date, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. From and after the second anniversary of the Closing Date and subject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and the Lender and payment of all other Obligations (other than unmatured contingent obligations) (but without the payment of any prepayment premiums, including the Make-Whole Premium, or prepayment fees).
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that either (x) the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of their respective Affiliates or (y) the Administrative Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Lender to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole reasonable discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default (that has not been waived) or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided that no Make-Whole Premium shall be due and payable in the event that
(i) the related prepayment occurs after the second anniversary of the Closing Date or (ii) a prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates.
(c) Prior to the Facility Maturity Date, the Borrower may, at its option, shall have the right to terminate or reduce the unused amount of the Maximum Facility Amount in whole at any time or in part upon from time to time concurrently with the payment in full of the any applicable Make-Whole PremiumPremium payable in connection therewith upon not less than three (3) Business Days’ prior notice to the Administrative Agent of each such termination or reduction, if applicable, which notice shall specify the effective date of such termination or reduction and delivery the amount of a Notice of Reduction at least three Business Days prior to any such reduction; provided that (xi) after giving effect to the amount of any such reduction of the Maximum Facility Amount is not less than shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii) no such reduction will reduce the Maximum Facility Amount below the sum of (x) Advances Outstanding at such time and (y) the difference (if any) between the Aggregate Unfunded Exposure Amount at such time and the amount on deposit in the Unfunded Exposure Account; provided that no Event Make-Whole Premium shall be due and payable in the event that (i) such termination or reduction is of Default the Commitment of a Defaulting Lender, or Unmatured Event (ii) such termination is of Default the Commitment of any Lender requesting compensation under Sections 2.10 or 2.11 or which is unwilling or unable to fund Advances at the SOFR Rate for the reasons specifically provided for in Section 2.10, but in each case solely with respect to the portion of the Make-Whole Premium that would result from such have been payable with respect to the AmericasActive:18709990.5 Commitment so terminated or reduced. Such notice of termination or reduction in shall be irrevocable and effective only upon receipt and shall be applied pro rata to reduce the respective Commitments of each Lender. Except as otherwise set forth herein, upon the occurrence of the Collection Date, this Agreement shall terminate automatically.
(d) The Commitments of the Lenders once terminated or reduced may not be reinstated. Each reduction of the Maximum Facility Amount. Any termination of Amount pursuant to this Agreement Section 2.18 shall be subject to Section 11.05applied ratably among the Lenders in accordance with their respective Commitments.
(ce) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
(f) If the Account Bank is instructed to make any prepayments pursuant to Section 2.18, the Account Bank shall make such prepayments in accordance with the written direction of the Borrower (or the Servicer on its behalf).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders Lender Agents at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of Administrative Agent Agent, the Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders Lender Agents and upon payment in full of all Advances Outstanding, outstanding Advances; all accrued and unpaid Yield, ; any Breakage Fees, ; all accrued and unpaid costs and expenses of the Administrative Agent Agent, the Lender Agents and Lenders; to the extent terminated within one year of the Closing Date, payment of the Make-Whole Prepayment Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.0512.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Prepayment Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent Agent, the Lender Agents and the Lenders Hedge Counterparty at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Hedge Breakage FeesCosts, if any, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders related to such prepaymentprepayment to the extent invoiced to the Borrower on or prior to such date; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage FeesCosts, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent Agent, the Lender Agents and the Lenders any Hedge Counterparty and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to Agent (for the third anniversary account of the Closing Date (subject to Section 2.10(f)applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, and delivery of a Notice of Reduction at least three Business Days prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05.
(c) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for shall be due and payable (i) in the Lenders to enter into this Agreement.event that
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, including without limitation, limitation any repayment necessary to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, Agent and the Collateral Agent and the Lenders at least three Business Days Days’ prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), Date or with less than three Business Days’ prior written notice to the Administrative Agent) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders the Lender related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, occurred or would result from, from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Notwithstanding any other provision hereof, the Borrower shall not terminate this Agreement or any other Transaction Document during the Non-Call Period. After the expiration of the Non-Call Period but prior to the second anniversary of the ClosingFirst Amendment Effective Date, (i) upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and Lendersthe Lender, the Make-Whole Premium and all other Obligations (other than unmatured contingent obligations) and (ii) with the prior written consent of the Administrative Agent, the Borrower may reduce the Maximum Facility Amount upon payment in full of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and Premium, payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition, the Borrower may, at its option, reduce the Maximum Facility Amount in whole or in part upon payment in full of the Make-Whole Premium, if applicable, ) and delivery of a Notice of Reduction at least three one Business Days Day prior to such reduction; provided that (x) after giving effect to such reduction the Maximum Facility Amount is not less than the Advances Outstanding and (y) no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05. From and after the second anniversary of the ClosingFirst Amendment Effective Date, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. From and after the second anniversary of the ClosingFirst Amendment Effective Date and subject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and the Lender and payment of all other Obligations (other than unmatured contingent obligations) (but without the payment of any prepayment premiums, including the Make-Whole Premium, or prepayment fees).
(c) Notwithstanding anything to the contrary in Section 2.18(b), no Make-Whole Premium shall be payable by the Borrower in the event that either (x) the Obligations are refinanced by the proceeds of any other financing of the Transferor or any of its Affiliates by any of the Administrative Agent or any of their respective Affiliates or (y) the Administrative Agent or any of their respective Affiliates enters into another credit facility or other financing with the Transferor or any of its Affiliates substantially concurrently with the termination of this Agreement (provided that in either case of clause (x) or clause (y) above, the aggregate commitments of such financing shall equal or exceed the Advances Outstanding on such date, and the Administrative Agent or its respective Affiliates hold at least 51% of the aggregate commitments of such replacement or other financing).
(d) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders Lender to enter into this Agreement.
Appears in 1 contract
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred, or would result from, such prepayment which would constitute an Event of Default or an Unmatured Event of Defaultreasonable discretion. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided that no Make-Whole Premium shall be due and payable in the event that (i) the related prepayment occurs after the second anniversary of the Closing Date, (ii) a prepayment is being made and this Agreement is being terminated following the occurrence of an Event of Default (that has not been waived), (iii) an Agent Approval Failure occurs or (iv) a prepayment hereunder is being made in connection with a Permitted Securitization.
(c) Prior to the Facility Maturity Date, the Borrower may, at its option, shall have the right to terminate or reduce the unused amount of the Maximum Facility Amount in whole at any time or in part upon from time to time concurrently with the payment in full of the any applicable Make-Whole PremiumPremium payable in connection therewith upon not less than three (3) Business Days’ prior notice to the Administrative Agent of each such termination or reduction, if applicable, which notice shall specify the effective date of such termination or reduction and delivery the amount of a Notice of Reduction at least three Business Days prior to any such reduction; provided that (xi) after giving effect to the amount of any such reduction of the Maximum Facility Amount is not less than shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii) no such reduction will reduce the Maximum Facility Amount below the sum of (x) Advances Outstanding at such time and (y) no Event of Default or Unmatured Event of Default would result from the difference (if any) between the Aggregate Unfunded Exposure Amount at such reduction time and the amount on deposit in the Maximum Facility Amount. Any termination of this Agreement Unfunded Exposure Account; provided that no Make-Whole Premium shall be subject due and payable in the event that (i) such termination or reduction is of the Commitment of a Defaulting Lender, or (ii) such termination is of the Commitment of any Lender requesting compensation under Sections 2.10 or 2.11, but in each case solely with respect to Section 11.05the portion of the Make-Whole Premium that would have been payable with respect to the Commitment so terminated or reduced. Such notice of termination or reduction shall be irrevocable and effective only upon receipt and shall be applied pro rata to reduce the respective Commitments of each Lender.
(cd) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)
Prepayment; Termination. (a) Except as expressly permitted or required herein, including, without limitation, any optional repayment necessary by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be reduced prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent and the Lenders at least three one Business Days Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full the related any Breakage Fees, if any, Fees (solely to the extent such prepayment occurs on any day other than a Payment Date), ) and other accrued and unpaid costs and expenses of the Administrative Agent and Lenders related to such prepayment; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole reasonable discretion and (ii) no event has occurred, or would result from, from such prepayment which would constitute an Event of Default (that has not been waived) or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, Fees and to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepaymentOutstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.
(b) The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent and the Lenders and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Make-Whole Premium pro rata to each Lender if such prepayment occurs prior to the third anniversary of the Closing Date (subject to Section 2.10(f)) and payment of all other Obligations (other than unmatured contingent indemnification obligations). In addition; provided that no Make-Whole Premium shall be due and payable in the event that (i) the related prepayment occurs after the second anniversary of the Closing Date or (ii) a prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates.
(c) Prior to the Facility Maturity Date, the Borrower may, at its option, shall have the right to terminate or reduce the unused amount of the Maximum Facility Amount in whole at any time or in part upon from time to time concurrently with the payment in full of the any applicable Make-Whole PremiumPremium payable in connection therewith upon not less than three (3) Business Days’ prior notice to the Administrative Agent of each such termination or reduction, if applicable, which notice shall specify the effective date of such termination or reduction and delivery the amount of a Notice of Reduction at least three Business Days prior to any such reduction; provided that (xi) after giving effect to the amount of any such reduction of the Maximum Facility Amount is not less than shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, and (ii) no such reduction will reduce the Maximum Facility Amount below the sum of (x) Advances Outstanding at such time and (y) the difference (if any) between the Aggregate Unfunded Exposure Amount at such time and the amount on deposit in the Unfunded Exposure Account; provided that no Event Make-Whole Premium shall be due and payable in the event that (i) such termination or reduction is of Default the Commitment of a Defaulting Lender, or Unmatured Event (ii) such termination is of Default the Commitment of any Lender requesting compensation under Sections 2.10 or 2.11 or which is unwilling or unable to fund Advances at the SOFR Rate for the reasons specifically provided for in Section 2.10, but in each case solely with respect to the portion of the Make-Whole Premium that would result from such have been payable with respect to the Commitment so terminated or reduced. Such notice of termination or reduction in shall be irrevocable and effective only upon receipt and shall be applied pro rata to reduce the respective Commitments of each Lender. Except as otherwise set forth herein, upon the occurrence of the Collection Date, this Agreement shall terminate automatically.
(d) The Commitments of the Lenders once terminated or reduced may not be reinstated. Each reduction of the Maximum Facility Amount. Any termination of Amount pursuant to this Agreement Section 2.18 shall be subject to Section 11.05applied ratably among the Lenders in accordance with their respective Commitments.
(ce) The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.
(f) If the Account Bank is instructed to make any prepayments pursuant to Section 2.18, the Account Bank shall make such prepayments in accordance with the written direction of the Borrower (or the Servicer on its behalf).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
