Common use of Repayment and Prepayment Clause in Contracts

Repayment and Prepayment. 8.1 Save as otherwise provided herein, the Loan shall be repaid by the Borrower to the Bank over a period of ten (10) years by twenty (20) consecutive semi-annual instalments. The first nineteen (19) instalments shall each be in the amount of five hundred and sixty thousand Dollars (USD560,000) and the final instalment shall be in the amount of nine million three hundred and sixty thousand Dollars (USD9,360,000). The first instalment shall be payable six (6) months after the Drawdown Date and the rest of the instalments shall be payable at consecutive six (6) monthly intervals after the due date for the first instalment except that:- (A) if any such repayment date would otherwise fall on a day which is not a Banking Day, the repayment date shall be the next following Banking Day unless the next following Banking Day falls in the next calendar month in which case the repayment date shall be the preceding Banking Day; (B) if there is no day in the month which corresponds numerically to the day on which the repayment date would otherwise fall, the repayment date shall be the last Banking Day in that month. 8.2 On giving at least fourteen (14) days' prior written notice to the Bank, the Borrower may, without penalty or premium, prepay the whole or any part of the Loan (but if in part, in multiples of one hundred thousand Dollars (USD1OO,000) at any time. The Borrower shall reimburse the Bank for any Break Costs incurred in connection with any such prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment shall be made together with accrued interest on the amount prepaid and all other sums payable thereon under the terms of this Agreement and if such prepayment is not made on the last day of an Interest Period relating to the amount prepaid, together with any sums payable pursuant to Clause 18 but without premium or other payment. 8.3 Any prepayment of less than the whole of the Loan under this or any other provision of this Agreement shall be applied (unless expressly provided otherwise by the Bank) in or towards repayment of the instalments payable pursuant to the terms of Clause 8.1 in inverse chronological order of maturity. 8.4 Any notice given by the Borrower under Clause 8.2 shall be irrevocable and shall oblige the Borrower to pay to the Bank the amount therein stated on the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 If the Ship is or becomes a Total Loss, the Borrower shall prepay the whole of the Loan forthwith upon receipt of the proceeds of the Insurances or the Requisition Compensation relating thereto (as the case may be) except that if either:- (A) such proceeds of the Insurances or Requisition Compensation (as the case may be) are not received by the Bank as assignee thereof within six (6) months of the occurrence of the Total Loss; or (B) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six (6) months period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do so. 8.6 If for any reason any part of the Loan is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part of the Loan, the Borrower shall within ten (10) days of being notified by the Bank of such requirement provide the Bank with, or procure the provision of the Bank of, such additional security as shall in the opinion of the Bank be adequate to secure the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and which the Bank and the Borrowers have not agreed in writing relates to all or part of the Loan. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank as a consequence of or in relation to the effecting of any matters or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower under Clause 8.9 in the event that the Bank exercises any of its rights under Clauses 8.6 or 8.7 and such exercise results in all or part of a Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Bank after an Event of default by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.

Appears in 1 contract

Samples: Loan Agreement (Stelmar Shipping LTD)

AutoNDA by SimpleDocs

Repayment and Prepayment. 8.1 Save as otherwise provided herein, the Loan shall Credit A The credit amounts disbursed under Credit A are to be repaid by the Borrower to the Bank over a period of ten (10) years by twenty (20) in 17 equal and consecutive semi-annual repayment instalments. The ; the first nineteen of which will be due on the earlier of (19i) instalments shall each be in the amount of five hundred and sixty thousand Dollars (USD560,000) and the final instalment shall be in the amount of nine million three hundred and sixty thousand Dollars (USD9,360,000). The first instalment shall be payable six (6) date falling 6 months after the Drawdown Date date of the mean-weighted acceptance of equipment and software to be evidenced concurrently to the Borrower and the rest Lenders (by delivery as specified in Clause 16.1 hereunder) by a certificate in accordance with Annex 3a hereof; and (ii) 30 September 2006. Credit amounts disbursed after the first Repayment Date under Credit A shall be repaid in equal amounts on the remaining Repayment Dates; the repayment instalments which then have not yet become due will be increased accordingly and the Facility Agent shall promptly, upon its drawing up thereof however, at the latest 20 Business Days prior to the next Repayment Date, deliver an updated repayment schedule to the Borrower showing the amounts of repayment instalments due on each subsequent Repayment Date, provided that no failure by the Facility Agent to so advise the Borrower shall relieve the Borrower from its payment obligations under this Credit Agreement. Credit B If applicable, the credit amounts disbursed under Credit B will be repaid in 17 equal and consecutive semi-annual repayment instalments; the first of which will, depending on the respective Hermes approval, either be due on the earlier of (i) the date falling 6 months after the date of the instalments mean-weighted acceptance of equipment and software relating to the deliveries made/services rendered under the Additional Export Contract, to be evidenced by a certificate in accordance with Annex 3b hereof, or (ii) a certain latest date still to be agreed upon prior to the first disbursement under Credit B, subject to Hermes approval, in each such case as advised to the Borrower by the Facility Agent. Credit amounts disbursed after the first Additional Repayment Date under Credit B shall be payable at consecutive six (6) monthly intervals after repaid in equal amounts on the due date for the first instalment except that:- (A) if any such repayment date would otherwise fall on a day which is not a Banking Day, remaining Additional Repayment Dates; the repayment date instalments which then have not yet become due will be increased accordingly and the Facility Agent shall be promptly, upon its drawing up thereof, however, at the latest 20 Business Days prior to the next following Banking Day unless the next following Banking Day falls in the next calendar month in which case the Repayment Date, deliver an updated repayment date shall be the preceding Banking Day; (B) if there is no day in the month which corresponds numerically schedule to the day Borrower showing the amounts of repayment due on which each subsequent Additional Repayment Date, provided that no failure by the repayment date would otherwise fall, Facility Agent to so advise the repayment date Borrower shall be relieve the last Banking Day in that monthBorrower from its payment obligations under this Credit Agreement. 8.2 On giving at least fourteen (14Where the interest rate defined in Clause 5. 2 a) applies, the Borrower shall be entitled upon 30 days' prior written notice to the BankFacility Agent to prepay on any Interest Payment Date, the Borrower may, without penalty in full or premium, prepay the whole or any part of the Loan (but if in part, in multiples of one hundred thousand Dollars (USD1OO,000) at any time. The Borrower shall reimburse the Bank for any Break Costs incurred in connection with any such prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment shall be made credit amounts outstanding together with interest accrued interest on the amount prepaid thereon and all any other sums payable thereon amounts then due under the terms of this Agreement and if Credit Agreement. Any such prepayment is not made on the last day of an Interest Period relating to the amount prepaid, together with any sums payable pursuant to Clause 18 but without premium or other payment. 8.3 Any prepayment of less than the whole notice of the Loan under this or any other provision of this Agreement shall be applied (unless expressly provided otherwise by the Bank) in or towards repayment of the instalments payable pursuant to the terms of Clause 8.1 in inverse chronological order of maturity. 8.4 Any notice given by the Borrower under Clause 8.2 shall be irrevocable and shall oblige binding and obliges the Borrower to pay repay the credit amounts in accordance with its notice of prepayment. In case of partial prepayments, any partial amount repaid may be applied by the Facility Agent in the inverse order of their maturities. Any amount prepaid in accordance with this Clause 8.2 may not be reborrowed. 8.3 Where the interest rate in Clause 5.2 d) applies, prepayment of any amounts not yet due according to this Credit Agreement is not permitted. 8.4 Prior to the Bank first Repayment Date the Facility Agent shall furnish the Borrower with a repayment schedule which sets out the Repayment Dates and the amount therein stated of repayment instalments to be paid on each such Repayment Date or Additional Repayment Date, if applicable, provided that no failure by the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 If the Ship is or becomes a Total Loss, Facility Agent to so advise the Borrower shall prepay relieve the whole Borrower from its obligations hereunder. In case of the Loan forthwith upon receipt granting of Credit B and if a repayment schedule in relation to Credit A has already been delivered at such time, the proceeds of Lenders shall furnish the Insurances Borrower with a revised repayment schedule or the Requisition Compensation relating thereto (an additional repayment schedule, as the case may be) except that if either:- (A) such proceeds . All other stipulations of the Insurances preceding sentence shall apply mutatis mutandis to such revised or Requisition Compensation (as the case may be) are not received by the Bank as assignee thereof within six (6) months of the occurrence of the Total Loss; or (B) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six (6) months period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do soadditional schedule. 8.6 If for any reason any part of the Loan is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part of the Loan, the Borrower shall within ten (10) days of being notified by the Bank of such requirement provide the Bank with, or procure the provision of the Bank of, such additional security as shall in the opinion of the Bank be adequate to secure the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and which the Bank and the Borrowers have not agreed in writing relates to all or part of the Loan. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank as a consequence of or in relation to the effecting of any matters or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower under Clause 8.9 in the event that the Bank exercises any of its rights under Clauses 8.6 or 8.7 and such exercise results in all or part of a Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Bank after an Event of default by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.

Appears in 1 contract

Samples: Credit Agreement (MTS Inc)

Repayment and Prepayment. 8.1 Save as otherwise provided herein6.01 The Borrower shall, and it is expressly hereby undertaken by it to repay the Loan shall be repaid on a quarterly basis by the Borrower to the Bank over a period twelve (12) equal consecutive Repayment Instalments of ten (10) years by twenty (20) consecutive semi-annual instalments. The first nineteen (19) instalments shall each be in the amount of five three hundred and sixty fifteen thousand Dollars (USD560,000$315,000) and the final instalment shall be in the amount each, plus a balloon payment of nine one million three hundred and sixty twenty thousand Dollars (USD9,360,000)$1,020,000) (the “Balloon”) payable together with the last, i.e. twelfth (12th) Repayment Instalment on the Final Maturity Date. The first instalment shall First Repayment Instalment will be payable six on a Repayment Date falling on a Banking Day three (63) months after the Drawdown Date of Advance B and the rest of the instalments subsequent Repayment Instalments shall be payable repaid at consecutive six quarterly intervals thereafter with the last of such Repayment Instalments falling due for payment on the Final Maturity Date, Provided that (6) monthly intervals after the due date for the first instalment except that:- (Aa) if any such repayment date the last Repayment Date would otherwise fall after the Final Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) in the event that the Commitment is not drawn down in full, the amount of each of the Repayment Instalments and the Balloon shall be proportionally reduced, (c) there shall be no Repayment Date after the Final Maturity Date and (d) on the Final Maturity Date, the Borrower shall also pay to the Bank any and all other moneys then due and payable under this Agreement and the Security Documents, and Provided further that each Repayment Date of the Loan should be a day which date falling three (3) months after the preceding Repayment Date corresponding numerically with the preceding Repayment Date. However if such date is not a Banking Day, the repayment date Day such Repayment Date shall be extended to the next following succeeding Banking Day unless the next following such Banking Day falls in the next calendar month in which case the repayment event such due date shall be the immediately preceding Banking Day; (B) if there is no day in the month which corresponds numerically to the day on which the repayment date would otherwise fall, the repayment date shall be the last Banking Day in that month. 8.2 6.02 On giving at least fourteen five (145) days' Banking Days’ prior written notice to the Bank, the Borrower may, without penalty subject to a prepayment fee of one percent (1%) of any amount prepaid, payable only in the event that such prepayment is effected by refinance through another credit or premiumfinancial institution, prepay voluntarily the whole or any part of the Loan in each case together with all unpaid interest accrued thereon (but if in part, in multiples amounts equal to one Repayment Instalment or an integral multiple thereof) on the last day of one hundred thousand Dollars (USD1OO,000) at an Interest Period or on any time. The Borrower other Banking Day subject to terms of Clause 6.03. 6.03 No prepayment under Clause 6.02 shall reimburse be permitted except on the expiry of an Interest Period, save with the prior written consent of the Bank for any and only then upon such terms as the Bank may specify concerning all relevant Break Costs incurred in connection with any such prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment shall be made together with accrued interest on the amount prepaid and all other sums payable thereon under the terms of this Agreement and if such prepayment is not made on the last day of an Interest Period relating to the amount prepaid, together with any sums payable pursuant to Clause 18 but without premium or other paymentprepayment. 8.3 6.04 Any prepayment of less than the whole of the Loan under this or any other provision of this Agreement shall be applied (unless expressly provided otherwise by the Bank) in or towards the repayment of the instalments Repayment Instalments payable pursuant to the terms of Clause 8.1 6.01 hereinabove in the inverse chronological order of maturitytheir due dates of payment. 8.4 6.05 Any notice given by the Borrower under Clause 8.2 6.02 shall be irrevocable and shall oblige the Borrower to pay to the Bank the amount therein stated on the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 6.06 If the Ship Vessel is or becomes a Total Loss, the Borrower shall prepay the whole of the Loan forthwith upon receipt of the proceeds of the Insurances or the Requisition Compensation requisition compensation relating thereto (as the case may be) except that if either:-either: (Aa) such proceeds of the Insurances or Requisition Compensation requisition compensation (as the case may be) are not received by the Bank as assignee thereof within six three (63) months of the occurrence of the Total Loss; or (Bb) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six three (63) months month period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do so. 8.6 6.07 If for any reason any part of the Loan Vessel is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended sold (without prejudice to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference ’s right to the repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation give or refuse its consent to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part of the Loansale), the Borrower shall within ten (10) days on the date of being notified by the Bank of such requirement provide the Bank with, or procure the provision completion of the Bank of, such additional security as shall in the opinion sale of the Bank be adequate to secure Vessel full prepay the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and which the Bank and the Borrowers have not agreed in writing relates to all or part whole of the Loan. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank as a consequence of or in relation to the effecting of any matters or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower under Clause 8.9 in the event that the Bank exercises any of its rights under Clauses 8.6 or 8.7 and such exercise results in all or part of a Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Bank after an Event of default by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.

Appears in 1 contract

Samples: Loan Agreement (FreeSeas Inc.)

Repayment and Prepayment. 8.1 Save as otherwise provided herein, the Loan 9.1 Each advance shall be repaid in full by one repayment falling due on its Repayment Date. On the Repayment Date of each advance the Borrower shall repay the entire principal amount advanced by the Borrower Lender to it together with all interest and unpaid fees or other charges payable on such advance pursuant to the Bank over a period terms of ten (10) years by twenty (20) consecutive semi-annual instalmentsthis Facility Letter. The first nineteen (19) instalments shall each be in If the amount of five hundred and sixty thousand Dollars (USD560,000) and the final instalment shall be in the amount of nine million three hundred and sixty thousand Dollars (USD9,360,000). The first instalment shall be payable six (6) months after the Drawdown Repayment Date and the rest of the instalments shall be payable at consecutive six (6) monthly intervals after the due date for the first instalment except that:- (A) if any such repayment date would otherwise fall on a day which is not a Banking Day, the repayment date Day then it shall instead be the next immediately following Banking Day unless the next following Banking Day that day falls in the next calendar month or after the Final Maturity Date in which case the repayment date it shall be the immediately preceding Banking Day;. (Ba) if there is no day in the month which corresponds numerically to the day on which the repayment date would otherwise fall, the repayment date shall be the last Banking Day in that month. 8.2 On giving If it gives at least fourteen five (145) days' Banking Days prior written notice to the BankLender, the Borrower may, without penalty or premiummay with the written consent of the Lender, prepay the whole all or any part of the Loan principal amount advanced to it by the Lender under this Facility Letter. (but if in part, in multiples of one hundred thousand Dollars (USD1OO,000b) at any time. The Any prepayment by a Borrower shall reimburse under this Clause 9.2 must include all interest and unpaid fees or charges payable on the Bank for any Break Costs incurred in connection with any such relevant prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment shall be made date together with accrued interest on all interest, fees or charges that would have been payable by the Borrower in respect of the amount prepaid between the relevant prepayment date and all other sums payable thereon under the terms relevant Repayment Date in respect of this Agreement each advance being prepaid, which amount will be reduced if the Lender is able to relend or reinvest the principal amount so prepaid between the relevant prepayment date and if such prepayment is not made the relevant Repayment Date by the amount of interest to the Lender on the last day of an Interest Period relating to so relending or reinvesting the amount prepaid, together with plus any sums payable other reasonable cost or expense incurred by the Lender arising out of such payment or prepayment. A certificate of the Lender setting forth the basis for the determination of the amount to be paid by the Borrower pursuant to Clause 18 but without premium or other paymentthe preceding sentence shall be conclusive evidence. 8.3 Any (c) The amount of any prepayment must be a minimum of less than RMB500,000.00 and a whole multiple of RMB10,000.00. (d) The Borrower shall provide the whole Lender with copies of the Loan all necessary approvals from relevant government agencies which relate to each prepayment under this Facility Letter at least five (5) Banking Days before a prepayment. (e) Any notice of prepayment given under this Clause 9.2 is irrevocable. 9.3 Any amount repaid or any other provision of prepaid in accordance with this Agreement shall clause may be applied (unless expressly provided otherwise by the Bank) in or towards repayment of the instalments payable re-borrowed pursuant to the terms of Clause 8.1 in inverse chronological order of maturitythis Facility Letter. 8.4 Any notice given by the Borrower under Clause 8.2 shall be irrevocable and shall oblige the Borrower to pay to the Bank the amount therein stated on the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 If the Ship is or becomes a Total Loss, the Borrower shall prepay the whole of the Loan forthwith upon receipt of the proceeds of the Insurances or the Requisition Compensation relating thereto (as the case may be) except that if either:- (A) such proceeds of the Insurances or Requisition Compensation (as the case may be) are not received by the Bank as assignee thereof within six (6) months of the occurrence of the Total Loss; or (B) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six (6) months period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do so. 8.6 If for any reason any part of the Loan is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part of the Loan, the Borrower shall within ten (10) days of being notified by the Bank of such requirement provide the Bank with, or procure the provision of the Bank of, such additional security as shall in the opinion of the Bank be adequate to secure the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and which the Bank and the Borrowers have not agreed in writing relates to all or part of the Loan. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank as a consequence of or in relation to the effecting of any matters or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower under Clause 8.9 in the event that the Bank exercises any of its rights under Clauses 8.6 or 8.7 and such exercise results in all or part of a Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Bank after an Event of default by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.

Appears in 1 contract

Samples: Loan Agreement (CALGON CARBON Corp)

Repayment and Prepayment. 8.1 Save as otherwise provided herein, [If interest debited to loan account]The Borrower shall repay the Loan and interest by [frequency] instalments of £[ ] and a final instalment of an amount sufficient to repay the Loan and interest in full. [If interest debited to separate account] The Borrower shall be repaid repay the Loan by the Borrower to the Bank over [frequency] instalments of £[ ] and a period final instalment of ten (10) years by twenty (20) consecutive semi-annual instalments£[ ]. The first nineteen (19instalment is due [ ] month(s) instalments shall each be in after the amount of five hundred and sixty thousand Dollars (USD560,000) date on which the Loan is drawn and the final instalment shall be is due on the Final Repayment Date. The Borrower may make additional repayments at any time. [If interest debited to loan account] After any additional repayment or change in the Bank’s Base Rate, the Bank may vary the amount of nine million three hundred the remaining instalments to reflect the repayment or change. If the instalment amounts are not varied: the amount of the final instalment will, if necessary, be adjusted to ensure that the Loan and sixty thousand Dollars (USD9,360,000)interest are repaid in full on the Final Repayment Date; and repayment may be over a shorter or longer period ending no later than the Final Repayment Date. [If interest debited to separate account]After any additional repayments, the Bank may vary the amount of the remaining instalments. If the instalment amounts are not varied, repayment may be over a shorter period, otherwise the amount of the final instalment will be adjusted to ensure that the Loan is repaid in full on the Final Repayment Date. The Borrower shall repay the Loan [and interest] by [ ] instalments of [£ and a final instalment of £ / [frequency] instalments of such amounts as advised by the Bank to reflect LIBOR]. The first instalment shall be payable six (6is due [ ] month(s) months after the Drawdown Date Loan is drawn and the rest of final instalment is due on the instalments shall be payable at consecutive six (6) monthly intervals after Final Repayment Date. The Bank will adjust the due date for instalment amounts on the first instalment except that:- (A) if any such repayment date would otherwise fall day of each Interest Period to reflect LIBOR on a day which is not a Banking Day, the repayment date shall be the next following Banking Day unless the next following Banking Day falls in the next calendar month in which case the repayment date shall be the preceding Banking Day; (B) if there is no day in the month which corresponds numerically to the day on which the repayment date would otherwise fall, the repayment date shall be the last Banking Day in that month. 8.2 On giving at least fourteen (14) days' prior written notice to the Bank, the Borrower may, without penalty or premium, prepay the whole or any part of the Loan (but if in part, in multiples of one hundred thousand Dollars (USD1OO,000) at any timeday. The Borrower shall reimburse the Bank for any Break Costs incurred in connection with any such prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment shall be made together with accrued interest on the amount prepaid and all other sums payable thereon under the terms of this Agreement and if such prepayment is not made may make additional repayments only on the last day of an any relevant Interest Period relating Period. [If interest debited to loan account]After any additional repayment, the Bank may vary the amount prepaidof the remaining instalments. If the instalment amounts are not varied: the amount of the final instalment will, together with any sums payable pursuant if necessary, be adjusted to Clause 18 but without premium ensure that the Loan and interest are repaid in full on the Final Repayment Date; and repayment may be over a shorter or other payment. 8.3 Any prepayment of less longer period ending no later than the whole Final Repayment Date. [If interest debited to separate account]After any additional repayments, the Bank may vary the amount of the remaining instalments. If the instalment amounts are not varied, repayment may be over a shorter period, otherwise the amount of the final instalment will be adjusted to ensure that the Loan is repaid in full on the Final Repayment Date. In the event of the Loan under this being repaid in whole or in part other than as stated in Clauses 6.6 or 6.9 (including following the occurrence of an Event of Default) the Borrower shall indemnify the Bank against any funding or other cost, loss (including loss of margin) liability or expense which the Bank shall certify as sustained or incurred by it as a consequence of the repayment or prepayment. This will include, without limitation, an additional amount calculated by reference to LIBOR, to compensate the Bank for the loss (if any) the Bank may incur in replacing the repaid funds in the market for the remainder of the Interest Period. [Capital and Interest repayment] Each instalment will be applied by the Bank first to pay interest and second to repay the Loan. Notwithstanding any other provision of this Agreement shall be applied (unless expressly provided otherwise by the Bank) in Agreement, if there is: a Flotation; or towards repayment of the instalments payable pursuant to the terms of Clause 8.1 in inverse chronological order of maturity. 8.4 Any notice given by the Borrower under Clause 8.2 shall be irrevocable and shall oblige the Borrower to pay to a Sale; then the Bank the amount therein stated on the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 If the Ship is or becomes a Total Loss, the Borrower shall prepay the whole of the Loan forthwith upon receipt of the proceeds of the Insurances or the Requisition Compensation relating thereto (as the case may be) except that if either:- (A) such proceeds of the Insurances or Requisition Compensation (as the case may be) are not received in its sole discretion and by the Bank as assignee thereof within six (6) months of the occurrence of the Total Loss; or (B) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six (6) months period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do so. 8.6 If for any reason any part of the Loan is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that demand the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part repayment of the Loan, whereupon the Borrower Loan shall within ten become immediately due and payable, together with all accrued interest thereon and all other funding or other costs, loss, (10[excluding][including] loss of margin) days of being notified by the Bank of such requirement provide the Bank with, liability or procure the provision of the Bank of, such additional security as shall in the opinion of the Bank be adequate to secure the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and expense which the Bank and the Borrowers have not agreed in writing relates to all shall certify as sustained or part of the Loan. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank it as a consequence of the repayment or in relation to the effecting of any matters prepayment. No amount repaid or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower prepaid may be redrawn under Clause 8.9 in the event that the Bank exercises any of its rights under Clauses 8.6 or 8.7 and such exercise results in all or part of a Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Bank after an Event of default by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master this Agreement.

Appears in 1 contract

Samples: Loan Agreement

AutoNDA by SimpleDocs

Repayment and Prepayment. 8.1 Save The Borrower shall repay all outstanding Loans in full [in one single instalment on [] (the “Termination Date”)] [by repaying each Repayment Instalment set out below on the applicable Repayment Date as otherwise set out below [(and the last Repayment Instalment will be repaid on [] (the “Termination Date”) and will equal the balance of the outstanding Loans)]]: [Date] £[] [Insert agreed repayment schedule – ensure that final repayment date is specified as the “Termination Date”] [The Borrower may prepay part or all of any Loan in addition to any instalment which is payable in accordance with Clause 6.1 in such amount as it chooses, provided hereinthat each instalment is no less than £[] and a minimum of [] Business Days’ prior notice is given. Such prepayment [will not incur any prepayment fee or other charge] OR [will incur a prepayment fee of [insert details of any agreed prepayment fee]].] On the date the Loans (or any of them) are repaid or prepaid, the Borrower shall also pay to the Lender all outstanding interest on the repaid or prepaid amount together with any other amount that is due and payable to the Lender. If: it becomes unlawful or contrary to any applicable regulation in any jurisdiction for the Lender to perform any of its obligations as contemplated by the Finance Documents or to fund or maintain any Loan; or there is a Change of Control in relation to the Borrower, the Lender will not be obliged to provide any Loan under this Agreement and the Borrower will on demand by the Lender repay all outstanding Loans together with accrued interest and all other amounts accrued or outstanding under the Finance Documents on the date specified by the Lender in its demand, and the Facility will be immediately cancelled. The Borrower may not re-borrow any amount of the Facility which has been repaid or prepaid. Any amount which remains outstanding under the Facility on the Termination Date shall be repaid in full on the Termination Date. Commencing on [], the Loans shall bear interest at [insert agreed interest formulation]. Interest will accrue on a daily, non-compounding basis and shall be paid by the Borrower [insert agreed interest payment timetable] (each a “Payment Date”) unless such date is not a Business Day, in which case the interest will be paid on the next Business Day. [If the Borrower fails to pay any amount due under the Bank over a period of ten (10) years by twenty (20) consecutive semi-annual instalments. The first nineteen (19) instalments shall each be in the amount of five hundred and sixty thousand Dollars (USD560,000) and the final instalment shall be in the amount of nine million three hundred and sixty thousand Dollars (USD9,360,000). The first instalment shall be payable six (6) months after the Drawdown Date and the rest of the instalments shall be payable at consecutive six (6) monthly intervals after Finance Documents on the due date for the first instalment except that:- (A) if any such repayment date would otherwise fall on a day which is not a Banking Daypayment, the repayment date shall be the next following Banking Day unless the next following Banking Day falls in the next calendar month in which case the repayment date shall be the preceding Banking Day; (B) if there is no day in the month which corresponds numerically to the day on which the repayment date would otherwise fall, the repayment date shall be the last Banking Day in that month. 8.2 On giving at least fourteen (14) days' prior written notice to the Bank, the Borrower may, without penalty or premium, prepay the whole or any part of the Loan (but if in part, in multiples of one hundred thousand Dollars (USD1OO,000) at any time. The Borrower shall reimburse the Bank for any Break Costs incurred in connection with any such prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment shall be made together with accrued interest on the unpaid amount prepaid and all other sums payable thereon under will accrue daily, from the terms date of this Agreement and if such prepayment is not made on the last day of an Interest Period relating non-payment up to the amount prepaiddate of actual payment (both before and after judgement) at a [flat rate of []%] / [at a rate of []% above the rate specified in Clause 7.1 above]. The Lender may agree, together with any sums payable pursuant to Clause 18 but without premium or other payment. 8.3 Any prepayment of less than the whole of the Loan under this or any other provision of this Agreement shall be applied (unless expressly provided otherwise by the Bank) in or towards repayment of the instalments payable pursuant to the terms of Clause 8.1 in inverse chronological order of maturity. 8.4 Any notice given by the Borrower under Clause 8.2 shall be irrevocable and shall oblige the Borrower to pay to the Bank the amount therein stated on the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 If the Ship is or becomes a Total Loss, the Borrower shall prepay the whole of the Loan forthwith upon receipt of the proceeds of the Insurances or the Requisition Compensation relating thereto (as the case may be) except that if either:- (A) such proceeds of the Insurances or Requisition Compensation (as the case may be) are not received by the Bank as assignee thereof within six (6) months of the occurrence of the Total Loss; or (B) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six (6) months period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do so. 8.6 If for any reason any part of the Loan is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decidesdiscretion, and in to waive the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise additional interest prescribed by the Bank, be calculated so far as the Bank considers it practicable by reference to the repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part of the Loan, the Borrower shall within ten (10) days of being notified by the Bank of such requirement provide the Bank with, or procure the provision of the Bank of, such additional security as shall in the opinion of the Bank be adequate to secure the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and which the Bank and the Borrowers have not agreed in writing relates to all or part of the Loan7.3. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank as a consequence of or in relation to the effecting of any matters or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower under Clause 8.9 in the event that the Bank exercises any of its rights under Clauses 8.6 or 8.7 and such exercise results in all or part of a Transaction being terminated such termination shall be treated under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 of the Master Agreement) effected by the Bank after an Event of default by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.]

Appears in 1 contract

Samples: Loan Agreement

Repayment and Prepayment. 8.1 Save as otherwise provided herein, Repayment 6.1 The Borrower shall repay the Loan and all accrued interest thereon to the Lender as soon as possible from its Free Cash in accordance with Clause 6.2. 6.2 Within three (3) Business Days of each Month End Date during the period from the date of this Agreement until the Repayment Date the Borrower shall pay to the Lender an amount which shall be repaid no lower than fifty percent (50%) of the Free Cash held by the Borrower as at the Month End Date unless the balance of the Loan together with all interest which has been accrued is lower than such amount, in which event the balance of the Loan and all interest accrued thereon shall be repayable in full. 6.3 When making the payment (s) referred to in Clause 6.1 above, the Borrower shall simultaneously send to the Bank over Lender a period statement in reasonable detail setting out the Free Cash held by the Borrower together with details of ten all sums received by the Borrower less all payments made by the Borrower during the calendar month ending on the Month End Date. 6.4 The Lender, its directors and/or a firm of accountants nominated by the Lender (10the Expert) years by twenty shall be entitled at the Borrower’s expense (20provided that these expenses are to be reasonable) consecutive semi-annual instalments. The first nineteen (19) instalments shall each be in to attend at the Borrower’s premises to examine the books, records and accounts of the Borrower for the purposes of calculating the amount of five hundred and sixty thousand Dollars (USD560,000) and the final instalment shall be in the amount of nine million three hundred and sixty thousand Dollars (USD9,360,000). The first instalment shall be payable six (6) months after the Drawdown Date and the rest of the instalments shall be payable at consecutive six (6) monthly intervals after the due date for the first instalment except that:- (A) if any such repayment date would otherwise fall on a day which is not a Banking Day, the repayment date shall be the next following Banking Day unless the next following Banking Day falls in the next calendar month in which case the repayment date shall be the preceding Banking Day; (B) if there is no day in the month which corresponds numerically to the day on which the repayment date would otherwise fall, the repayment date shall be the last Banking Day in that month. 8.2 On giving at least fourteen (14) days' prior written notice to the Bank, Free Cash held by the Borrower may, without penalty or premium, prepay the whole or any part of the Loan (but if in part, in multiples of one hundred thousand Dollars (USD1OO,000) at any time. The Borrower shall reimburse co-operate fully with the Bank for Lender, its directors, accountants or Expert to enable them to verify the level of Free Cash from time to time. In the event that there is any Break Costs incurred dispute in connection with relation to the level of Free Cash available to the Borrower in respect of any particular Month, such prepayment which will take place on a day other than an Interest Payment Date. Each such prepayment dispute shall be made together with accrued interest on fully and finally determined by the amount prepaid and all other sums payable thereon under Expert. When the terms of this Agreement and if such prepayment is not made on Expert determines that the last day of an Interest Period relating Free Cash available to the amount prepaid, together with Borrower in respect of any sums payable pursuant to Clause 18 but without premium or other payment. 8.3 Any prepayment of less Month End Date is higher than the whole of the Loan under this or any other provision of this Agreement shall be applied (unless expressly provided otherwise that calculated by the Bank) in or towards repayment of the instalments payable pursuant to the terms of Clause 8.1 in inverse chronological order of maturity. 8.4 Any notice given by the Borrower under Clause 8.2 shall be irrevocable and shall oblige the Borrower to pay to the Bank the amount therein stated on the date therein stated. No amount prepaid may be redrawn. Prepayments under this Agreement shall be made together with accrued interest thereon. 8.5 If the Ship is or becomes a Total LossBorrower, the Borrower shall prepay immediately pay the whole of the Loan forthwith upon receipt of the proceeds of the Insurances or the Requisition Compensation relating thereto (as the case may be) except that if either:- (A) such proceeds of the Insurances or Requisition Compensation (as the case may be) are not received by the Bank as assignee thereof within six (6) months of the occurrence of the Total Loss; or (B) the Bank has reasonable grounds to believe that such proceeds will not be so received within such six (6) months period then the Borrower shall be obliged instead to prepay the whole of the Loan forthwith upon written notice from the Bank requiring it to do so. 8.6 If for any reason any part of the Loan is not drawn down under this Agreement but nonetheless a Transaction has been entered into under the Master Agreement which the Bank and the Borrower agree in writing was intended to relate to all or part of the Loan when drawn down, subject to Clause 8.8, the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, terminate, liquidate, transfer or assign all or any part of the rights, benefits and obligations created by the Master Agreement and/or to obtain or re-establish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the event of the Bank exercising any part of its entitlement aforesaid the Borrower's continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference shortfall to the Lender by way of repayment schedule taking into account the fact that less than the full amount of the Loan has been advanced. 8.7 Where a Transaction has been entered into under the Master Agreement which the Borrower and the Bank have agreed in writing is in relation to all or part of the Loan and all or part of the Loan is prepaid under this Agreement then, subject to Clause 8.8 the Bank shall be entitled but not obliged to amend, supplement, cancel, net out, transfer or assign all or such part of the rights, benefits and obligations created by the Master Agreement which equate or relate to the part of the Loan so prepaid and/or to obtain or reestablish any hedge or related trading position in any manner and with any person the Bank in its absolute discretion decides, and in the case of a partial prepayment and the Bank exercising any part of its entitlement as aforesaid the Borrowers continuing obligations under the Master Agreement shall, unless agreed otherwise by the Bank, be calculated so far as the Bank considers it practicable by reference to the amended repayment schedule taking account of the fact that less than the full amount of the Loan remains outstanding. 8.8 If: (A) less than the full amount of the Loan remains outstanding following a prepayment under this Agreement; or (B) less than the full amount of the Loan is drawndown under this Agreement, and the Bank in its absolute discretion agrees, following a written request of the Borrower, that the Borrower may be permitted to maintain all or part of a Transaction in an amount not wholly matched with or linked to all or part of the Loan, the Borrower shall within ten (10) days of being notified by the Bank of such requirement provide the Bank with, or procure the provision of the Bank of, such additional security as shall in the opinion of the Bank be adequate to secure the performance of such Transaction, which additional security shall take such form, be constituted by such documentation, and be entered into between such parties, as the Bank in its absolute discretion may approve or require, and each document comprising such additional security shall constitute a Credit Support Document. The foregoing provisions of this Clause 8.8 will not apply to any Transaction entered into under the Master Agreement and which the Bank and the Borrowers have not agreed in writing relates to all or part of the Loan. 8.9 The Borrowers shall on the first written demand of the Bank indemnify the Bank in respect of all loss, cost and expense (including the fees of legal advisers) incurred or sustained by the Bank as a consequence of or in relation to the effecting of any matters or transactions referred to in Clause 8.6, 8.7 and 8.8. 8.10 Without prejudice to or limitation of the obligation of the Borrower under Clause 8.9 in 6.5 In the event that the Bank exercises any Loan together with all interest which has accrued is repaid by the Borrower on or before the date which is two (2) years from the date of its rights under Clauses 8.6 or 8.7 and this Agreement then such exercise results in all or part of a Transaction being terminated such termination event shall be treated under constitute an Early Repayment for the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in section 14 purposes of the Master Investment Agreement) effected . 6.6 For the avoidance of doubt, any amounts repaid or prepaid by the Bank after an Event of default Borrower under this Agreement shall not be available for redrawing by the Borrower, and, accordingly, the Bank shall be permitted to recover from the Borrower a payment for early termination calculated in accordance with the provisions of section 6(e)(i) of the Master Agreement.

Appears in 1 contract

Samples: Loan Agreement (Flex Fuels Energy, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!