Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity Date. Prior thereto, the Borrower (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that (A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing; (B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); (ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and (iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans. (b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4. (c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and (ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loans; PROVIDED that
provided that (A) any such prepayment of Revolving Loans shall be made PRO RATA pro rata among all the Revolving Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowing;
of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least three one but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative Agent; and
and (C) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or 250,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid);$250,000 and an integral multiple of $100,000.
(iib) shall, on On each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment sum of all Loans equal to (i) the excess, if any, of the aggregate, aggregate outstanding principal amount of all Revolving Loans over and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as so reduced; it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(iiic) shallConcurrently with the receipt by the Borrower of any Net Equity Proceeds, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2; provided that no such prepayment shall be required to be made beyond the extent that the amount of Total Debt as reduced by giving effect to such prepayment would result, on a pro forma basis, in a Total Debt to EBITDA Ratio of 3.0:1 or less as of the end of the immediately preceding Fiscal Quarter.
(d) Concurrently with the receipt by the Borrower or any of its Subsidiary Guarantors of any Net Disposition Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and, to the extent the amount of such Net Disposition Proceeds with respect to any single transaction or series of related transactions exceeds $50,000 (up to a maximum aggregate amount equal to $250,000 in any Fiscal Year), make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of such Net Disposition Proceeds shall be required under this clause if the Borrower informs the Administrative Agent no later than 30 days following the receipt of any Net Disposition Proceeds of its or its Subsidiary Guarantor’s good faith intention to apply such Net Disposition Proceeds to the acquisition of other assets or property consistent with the business permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment) within 365 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 365 day period being applied to the Loans as set forth in Section 3.1.2.
(e) Concurrently with the receipt by the Borrower or any of its Subsidiary Guarantors of any Net Casualty Proceeds, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds, to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of Net Casualty Proceeds shall be required under this clause if the Borrower informs the Administrative Agent no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or its Subsidiary Guarantor’s good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property subject to such Casualty Event or the acquisition of other assets or property consistent with the business permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment) and in fact uses such Net Casualty Proceeds to rebuild or replace the damaged, destroyed or condemned assets or property subject to such Casualty Event or to acquire such other property or assets within 365 days following the receipt of such Net Casualty Proceeds, with the amount of such Net Casualty Proceeds unused after such 365 day period being applied to the Loans as set forth in Section 3.1.2; provided further, however, that at any time when any Event of Default shall have occurred and be continuing or Net Casualty Proceeds not applied as provided above shall exceed $1,000,000, such Net Casualty Proceeds will be deposited in an account maintained with the Administrative Agent (over which the Administrative Agent has sole dominion and control) for disbursement at the request of the Borrower to pay for such rebuilding, replacement or acquisition.
(f) No later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to clause (b) of Section 7.1.1 (beginning with the financial reports delivered in respect of the 2001 Fiscal Year), the Borrower shall deliver to the Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later than five Business Days following the delivery of such calculation, make or cause to be made a mandatory prepayment of the Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2; provided that no such prepayment shall be required to be made beyond the extent that the amount of Total Debt as reduced by giving effect to such prepayment would result, on a pro forma basis, in a Total Debt to EBITDA Ratio of 3.0:1 or less as of the end of the immediately preceding Fiscal Quarter.
(g) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of any Loans Borrower shall repay all the Loans, unless, pursuant to SECTION 9.2Section 8.3, repay only a portion of all Loans.
the Loans is so accelerated (b) in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
Repayments and Prepayments. (a) The Borrower Company shall repay in full the unpaid principal amount of each Committed Loan upon the Stated Maturity DateCommitment Termination Date therefor. Prior thereto, the BorrowerCompany
(i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Committed Loans; PROVIDED provided, however, that
(A) any such prepayment shall be made PRO RATA pro rata among all Committed Loans included in of the same Type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(B) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and;
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 with respect to Reference Rate Loans or $500,000 with respect to Eurodollar Rate Committed Loans and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)100,000;
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the case may be) by the Lenders first to the payment of all the aggregate unpaid principal amount of those Committed Loans then outstanding, and then to the payment of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount as so reduced, with any such repayment of its Letter of Credit Outstanding to be either applied to such Letter of Credit Outstanding or held as cash collateral in a special account for such purpose maintained with, and under the sole dominion and control of, the Agent on behalf of the Lenders;
(iii) shall, if at any time the sum of the outstanding principal amount of all Loans on such date plus the Letter of Credit Outstandings on such date, exceeds the Borrowing Base, make a mandatory prepayment within five Business Days after becoming aware of said excess and if such excess shall be continuing (which shall be applied (or held for application, as the case may be) by the Lenders first to the payment of the aggregate unpaid principal amount of those Committed Loans then outstanding, and then to the payment of the then outstanding Letter of Credit Outstandings) equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Borrowing Base, with any such repayment of its Letter of Credit Outstanding to be either applied to such Letter of Credit Outstanding or held as cash collateral in a special account for such purpose maintained with, and under the sole dominion and control of, the Agent on behalf of the Lenders; and
(iiiiv) shall, immediately upon any acceleration of the Stated Maturity Commitment Termination Date of any Loans pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans, unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated.
(b) The Company shall repay each Bid Loan on the last day of the Interest Period with respect thereto. Prior thereto, the Company may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Bid Loans; provided, however, that all such voluntary prepayments shall (i) require at least three but no more than five Business Days' prior written notice to the applicable Lender and the Agent and (ii) be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess thereof.
(c) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled theretoSection 5.4. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount No voluntary prepayment of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result principal of any default by such Lender hereunderLoans shall cause a reduction in the Commitment Amount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Norrell Corp)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any any
(i) Loans (other than Swing Line Loans); PROVIDED provided that
, (A) any such voluntary prepayment of the Term Loans shall be made PRO RATA among all Term A Loans included in and/or Term B Loans as directed by the Borrower, and among Term A Loans or Term B Loans, as applicable, of the same type and, if applicable, having the same Interest Period Noticeof all Lenders that have made such Term A Loans or Term B Loans (applied to the remaining amortization payments for the Term A Loans or the Term B Loans, or if noneas the case may be, in such amounts as the Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and denominated in the same Borrowing;
Currency, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least three (1) in the case of Base Rate Loans, one but no more than five Business Days' ’ prior notice to the Administrative Agent and (or, if such prepayment is to be made on 2) in the last day case of an Interest Period for such LIBO Rate Loans, two three but no more than five Business Days') ’ prior written notice to the Administrative Agent; and
and (C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);500,000; and
(ii) shallSwing Line Loans; provided that, (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $200,000 and an integral multiple of $100,000.
(b) On each date when any reduction in the aggregate Revolving Exposure of all Revolving Loan Lenders exceeds the Revolving Loan Commitment Amount shall become effective, including (as it may be reduced from time to time pursuant to SECTION 2.2this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Loans Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) On the excessStated Maturity Date and on each Quarterly Payment Date occurring during any period set forth below, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the aggregatepercentage of the original principal amount of all Term A Loans set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable: December 31, 2006 through (and including) September 30, 2007 1.25 % October 1, 2007 through (and including) September 30, 2008 2.50 % October 1, 2008 through (and including) September 30, 2009 3.75 % October 1, 2009 through (and including) September 30, 2010 5.00 % October 1, 2010 through (and including) September 30, 2011 6.25 % October 1, 2011 through (and including) Stated Maturity 6.25 % Date for Term A Loans or the then outstanding principal amount of all Term A Loans, if different.
(d) On each Quarterly Payment Date (beginning with the Quarterly Payment Date on December 31, 2006), the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to 0.25% of the original principal amount of all Term B Loans, with the remaining amount of Term B Loans due and payable in full on the Stated Maturity Date for Term B Loans.
(e) Concurrently with the receipt by the Borrower of any Net Equity Proceeds, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the product of (i) such Net Equity Proceeds multiplied by (ii) the Applicable Percentage, to be applied as set forth in Section 3.1.2.
(f) The Borrower shall (subject to the next proviso) within 5 Business Days receipt of any Net Disposition Proceeds or Net Casualty Proceeds, by the Borrower or any of its U.S. Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such proceeds, and, to the extent the aggregate amount of such (i) Net Disposition Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $10,000,000 and (ii) Net Casualty Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $50,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such excess Net Disposition Proceeds or Net Casualty Proceeds, as applicable; provided that, so long as (i) no Event of Default has occurred and is continuing, such proceeds may be retained by the Borrower and its U.S. Subsidiaries (and be excluded from the prepayment requirements of this clause) to be invested or reinvested within one year or, subject to immediately succeeding clause (ii), 18 months or 36 months, as applicable, to the acquisition or construction of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (ii) within one year following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are (A) applied or (B) committed to be, and actually are, applied within (I) 18 months following the receipt of such Net Disposition Proceeds or (II) 36 months following the receipt of such Net Casualty Proceeds, in each case to such acquisition or construction plan. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such one year, 18 months or 36 months, as applicable, period shall be applied to prepay the Loans as set forth in Section 3.1.2. At any time after receipt of any such Net Casualty Proceeds in excess of $25,000,000 but prior to the application thereof to such mandatory prepayment or the acquisition of other assets or properties as described above, upon the request by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower, the Borrower shall deposit an amount equal to such excess Net Casualty Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which the Commitment Amount Collateral Agent shall have a first priority perfected Lien) pending application as so reduced; anda prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Borrower.
(g) Within 100 days after the close of each Fiscal Year (beginning with the Fiscal Year ending 2007) the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the product of (i) the Excess Cash Flow (if any) for such Fiscal Year multiplied by (ii) the Applicable Percentage minus (iii) shallthe aggregate amount of all voluntary prepayments of Loans (but including Revolving Loans and Swing Line Loans only to the extent of a corresponding reduction of the Revolving Loan Commitment Amount pursuant to Section 2.2.1) made during such Fiscal Year, immediately to be applied as set forth in Section 3.1.2;
(h) Concurrently with the receipt by the Borrower or any of its U.S. Subsidiaries of any Net Debt Proceeds, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(i) Concurrently with the receipt by the Borrower or any of its U.S. Subsidiaries of any Net Receivables Proceeds, the Borrower shall make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Receivables Proceeds, to be applied as set forth in Section 3.1.2.
(j) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of any Loans Borrower shall repay all the Loans, unless, pursuant to SECTION 9.2Section 8.3, repay only a portion of all Loans.
the Loans is so accelerated (b) in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Loans on the Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoans shall be made as set forth below.
(ia) Within three Business Days of receipt by Holdings of any Net Equity Proceeds, or receipt by Holdings, the Borrower or any Subsidiary of any Net Casualty Proceeds, the Borrower shall notify the Administrative Agent thereof. If requested by the Administrative Agent, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to 50% of such Net Equity Proceeds or 100% of such Net Casualty Proceeds (or, in each case, such lesser amount as the Administrative Agent may specify on the date of such request), as the case may be, to be applied as set forth in Section 3.3; provided, however, that no such payment shall be required (and the Administrative Agent shall not make a request for any such payment) on account of Net Casualty Proceeds that are intended to be reinvested within 360 days in the repair or replacement of the property subject to the applicable Casualty Event; provided, further, that if such Net Casualty Proceeds are at any time no longer intended to be so reinvested or have not in fact been so re-invested at the expiration of such 360 day period then any such Net Casualty Proceeds shall be paid to Lenders as provided herein at such time.
(b) The Borrower shall repay the Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 9.2 or Section 9.3, unless, pursuant to Section 9.3, only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(c) Subject to the terms of this Section 3.2, the Borrower may, from time to time on any Business Dayin its sole discretion, make a voluntary prepaymentvoluntarily prepay, in whole or in part, of the outstanding any unpaid principal amount of any the Loans; PROVIDED that
(A) any . At such prepayment shall be made PRO RATA among all Loans included in time as the same Interest Period NoticeBorrower pays, prepays or repays, or if noneis required to pay, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (orprepay or repay, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining any principal amount of the Loans being prepaid);
Loans, whether on the Maturity Date or otherwise, whether voluntarily or involuntarily (iiif involuntarily, whether required by this Agreement or any other Loan Document) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any and whether before or after acceleration of the Stated Maturity Date of Obligations, including without limitation any Loans payment pursuant to SECTION 8.2 or 8.3 or the mandatory repayment any provision of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty3.2, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding to each Lender, a fee in the amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to 2.0% of the daily Federal Funds Rateaggregate principal amount of such payment, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable prepayment or repayment to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderLender.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower Borrowers shall jointly and severally repay in full the unpaid principal amount of each Loan the Loans upon the Stated Maturity DateDate therefor. Prior thereto, the BorrowerBorrowers
(ia) may, from time to time on any Business Day, without premium or penalty, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
provided, however, that (Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included in of the same type and, if applicable, having the same Interest Period, of all Lenders; (ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period Notice, or if none, in the same Borrowing;
for such Loan; (Biii) all such voluntary prepayments shall require at least three (3) but no more than five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written irrevocable notice to the Administrative Agent; and
and (Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)500,000;
(iib) shall, on each date when any reduction in or termination of the Loan Commitment Amount shall become effective, including pursuant to SECTION Section 2.2, first, make a mandatory prepayment of all Loans Loans, and, second, deposit Cash Collateral with the Issuer as security for the Obligations, such prepayments and cash deposits to be in an amount equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans plus Letter of Credit Liabilities over the Loan Commitment Amount as so reduced;
(c) [intentionally omitted];
(d) shall, in the event that a Casualty Event has occurred, by not later than the third Business Day following the date of receipt by any Borrower or any of its Subsidiaries of any Net Proceeds in respect of any Casualty Event relating to any Collateral Property, use one hundred percent (100%) of such Net Proceeds to prepay the Loans and/or deposit Cash Collateral in the following order of application: first, to the prepayment in full of all outstanding Loans, and second, to the depositing of Cash Collateral with the Issuer as security for the Obligations in an amount not to exceed the outstanding balance of the Obligations; provided that any Net Proceeds that the Borrowers intend to use within one hundred and eighty days (180) days of such date of receipt to repair, restore or replace the Asset affected by the Casualty Event (the "Proposed Restoration Net Proceeds") will not be required to be used to make such prepayment and/or Cash Collateral so long as the Borrowers shall have (i) delivered to the Administrative Agent and the Lenders, on or before ten (10) days after such first Business Day, a certificate of an Authorized Officer of the relevant Borrower(s) setting forth the proposed use of the Proposed Restoration Net Proceeds and such other information with respect to such proposed use as the Administrative Agent or any Lender may reasonably request (including appraisals and reports of engineers or other experts to the effect that such Proposed Restoration Net Proceeds are sufficient to pay for such repair, restoration or replacement), (ii) the Required Lenders shall have approved the intended use of such Proposed Restoration Net Proceeds (provided that if notice of such approval is not given to the Borrowers within thirty (30) days after receipt by the Administrative Agent and the Lenders of the certificate and such other information provided pursuant to clause (i), then such approval shall be deemed to have been provided by the Required Lenders), and (iii) no later than one hundred eighty (180) days after receipt of any such Net Proceeds with respect to a Casualty Event, the Borrowers shall prepay the Loans in an amount equal to the amount of any related Proposed Restoration Net Proceeds that have not been applied to the restoration, repair or replacement of the Asset subject to such Casualty Event by the Borrowers as provided and permitted above;
(e) shall, in the event that one or more Asset sales by the Borrowers and any of their Subsidiaries during any Fiscal Year exceed $1,000,000 in the aggregate for all such Asset sales, by no later than the third Business Day following the date of receipt by any Borrower or any of its Subsidiaries of any Net Proceeds in respect of any sale of any Asset of any Borrower or any of its Subsidiaries permitted pursuant to this Agreement (other than the sale of Hydrocarbons or the disposition of surplus or obsolete equipment, in each case in the ordinary course of business), use one hundred percent (100%) of such Net Proceeds to prepay the Loans and/or deposit Cash Collateral in the order of application described in clause (d) above; provided that any Net Proceeds that the Borrowers intend to use within one hundred eighty (180) days of such date of receipt to acquire any asset used or useful to the Borrowers in conducting their business (the "Proposed Reinvestment Net Proceeds") will not be required to be used to make such prepayment and/or Cash Collateral deposit so long as the Borrowers shall have (i) delivered to the Administrative Agent and the Lenders, on or before ten (10) days after such first Business Day, a certificate of an Authorized Officer of the relevant Borrower(s) setting forth the proposed use of the Proposed Reinvestment Net Proceeds and such other information with respect to such proposed use as the Administrative Agent or any Lender may reasonably request (including appraisals and reports of engineers or other experts with respect to the intended use of such Proposed Reinvestment Net Proceeds), (ii) the Required Lenders shall have approved the intended use of such Proposed Reinvestment Net Proceeds (provided that if notice of such approval is not given to the Borrowers within thirty (30) days after receipt by the Administrative Agent and the Lenders of the certificate and such other information provided pursuant to clause (i), then such approval shall be deemed to have been provided by the Required Lenders), and (iii) no later than one hundred eighty (180) days after receipt of any Net Proceeds, the Borrowers shall prepay the Loans in an amount equal to the amount of any related Proposed Reinvestment Net Proceeds that have not been applied to the purchase of an asset by the Borrowers as provided and permitted above;
(f) shall, no later than the third Business Day following receipt by the Borrowers of the cash proceeds from any Equity Placement (any such cash proceeds, net of customary underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Equity Securities Proceeds"), use fifty percent (50%) of such Net Equity Securities Proceeds to prepay the Loans and/or deposit Cash Collateral in the order of application described in clause (d) above; provided that any Net Equity Securities Proceeds that the Borrowers intend to use within ninety (90) days of such date of receipt (y) to make Capital Expenditures that the Administrative Agent, acting reasonably, deems are necessary for the continued operations of the Borrowers, or (z) to make any other Capital Expenditures of the Borrowers that are not prohibited by the Loan Documents, will not be required to be used to make such prepayment and/or Cash Collateral so long as the Borrowers shall have (i) delivered to the Administrative Agent and the Lenders, on or before ten (10) days after such first Business Day, a certificate of an Authorized Officer of the relevant Borrower(s) setting forth the proposed use of the proposed Net Equity Securities Proceeds and such other information with respect to such proposed use as the Administrative Agent or any Lender may reasonably request (including appraisals and reports of engineers or other experts with respect to the intended use of such proposed Net Equity Securities Proceeds), (ii) with respect to Capital Expenditures pursuant to clause (z) above, the Required Lenders shall have approved the intended use of such proposed Net Equity Securities Proceeds (provided that if notice of such approval is not given to the Borrowers within thirty (30) days after receipt by the Administrative Agent and the Lenders of the certificate and such other information provided pursuant to clause (i), then such approval shall be deemed to have been provided by the Required Lenders), and (iii) no later than ninety (90) days after receipt of any Net Equity Securities Proceeds, the Borrowers shall prepay the Loans and/or deposit Cash Collateral in an amount equal to the amount of any related proposed Net Equity Securities Proceeds that have not been applied by the Borrowers to make such permitted Capital Expenditures as provided and permitted above;
(g) shall, by no later than the third Business Day following receipt by the Borrowers of the cash proceeds from any Debt Placement other than a Debt Placement that is subordinated in right of payment to the Obligations on terms and conditions and in form and substance satisfactory to the Required Lenders (any such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Debt Proceeds"), use one hundred percent (100%) of such Net Debt Proceeds (i) to prepay the Loans and/or deposit Cash Collateral in the order of application described in clause (d) above or (ii) otherwise to fund Maintenance Capital Expenditures pursuant to Section 7.2.4(d); provided that any Net Debt Proceeds that the Borrowers intend to use within ninety (90) days of such date of receipt (y) to make Capital Expenditures of the Borrowers that the Administrative Agent, acting reasonably, deems are necessary for the continued operations of the Borrowers or (z) to make Capital Expenditures of the Borrowers that are not prohibited by the Loan Documents, will not be required to be used to make such prepayment and/or Cash Collateral so long as the Borrowers shall have (A) delivered to the Administrative Agent and the Lenders, on or before ten (10) days after such first Business Day, a certificate of an Authorized Officer of the relevant Borrower(s) setting forth the proposed use of the proposed Net Debt Proceeds and such other information with respect to such proposed use as the Administrative Agent or any Lender may reasonably request (including appraisals and reports of engineers or other experts to with respect to the intended use of such proposed Net Debt Proceeds), (B) with respect to Capital Expenditures pursuant to clause (z) above, the Required Lenders shall have approved the intended use of such proposed Net Debt Proceeds (provided that if notice of such approval is not given to the Borrowers within thirty (30) days after receipt by the Administrative Agent and the Lenders of the certificate and such other information provided pursuant to clause (A), then such approval shall be deemed to have been provided by the Required Lenders), and (C) no later than ninety (90) days after receipt of any Net Debt Proceeds, the Borrowers shall prepay the Loans and/or deposit Cash Collateral in an amount equal to the amount of any related proposed Net Debt Proceeds that have not been applied by the Borrowers to make such permitted Capital Expenditures as provided and permitted above; and
(iiih) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 8.3, repay all Loans.
(b) , unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated in which case, repay such portion of all Loans so accelerated. Each prepayment of any Loans Loan made pursuant to this Section shall be without premium or penalty, except as may be but with any payment required by SECTION Section 4.4.
(c) . Unless otherwise expressly provided herein, no voluntary prepayment of principal of any Loans shall cause a reduction in the Borrower or any Lender has notified the Administrative Agent prior Loan Commitment Amount. All amounts paid pursuant to this Section 3.1 shall be applied first to the date any payment to be made by it is dueof accrued and unpaid interest on Loans, that it does not intend to remit such paymentsecond, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted of the outstanding principal on the Loans, third, to the Administrative Agent in immediately available fundsextent any Letters of Credit are outstanding, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the an amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds RateLetter of Credit Liabilities shall be transferred to the Issuer to be held as Cash Collateral for the Letter of Credit Liability and applied thereto pursuant to Section 2.7.5, fourth, to the repayment of all other Obligations then due and payable, and (B) from fifth, the Borrowerbalance, at a rate per annum equal if any, shall be returned to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderBorrowers.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay each Loan in full twenty-four equal semi-annual installments on the unpaid principal amount last day of each Loan upon the Stated Maturity DateInterest Period with respect to such Loan, as set forth on Schedule II hereto. Prior theretoIn addition, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any the Loans; PROVIDED provided that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included (determined using the Equivalent in Dollars of any portion of the same Interest Period NoticeLoans that are denominated in Euro) and applied in forward order of maturity, inverse order of maturity or if noneratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; provided that at any time, the Borrower may prepay in full the same BorrowingTranche B Loans (without prepaying any Tranche A Loans) so long as such Tranche B Loans have been substantially contemporaneously refinanced with loans made by one or more Lenders or one or more Eligible Assignees that become party to this Agreement as Lenders by execution of and delivery to the Borrower and the Administrative Agent of (x) counterparts of this Agreement or (y) an assignment in accordance with Section 12.11.1 (any such loans being “Tranche B Loans” and having the identical terms as the Tranche B Loans so prepaid, other than the rate of interest and tenor applicable to such loans, which rate of interest and tenor shall be as agreed between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Closing Date of the Tranche B Loans);
(Bii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii) such voluntary prepayment shall require three Business Days' (or, Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice with respect to the Administrative AgentLoans being so prepaid and there is only one Interest Period applicable to all of the Loans; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or, in the case of the portion of the Loan denominated in Euro, the Equivalent in Euro) (or the remaining amount of the Loans being prepaid);
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced[Reserved]; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any the Loans pursuant to SECTION Section 9.2, repay all Loans.
(b) . Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole Section 4.4 and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available accompanied by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderaccrued interest.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each the Loan upon on the Stated Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoan shall be made as set forth below.
(ia) maySubject to the terms of Section 3.6 and Section 3.7, the Borrower shall have the right, with at least three Business Days’ prior written notice to the Lender, at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentunpaid principal amount of the Loan, in whole or in part.
(b) Within five Business Days of receipt by any Loan Party or any Subsidiary thereof of any (i) Net Casualty Proceeds or (ii) Net Asset Sales Proceeds, the Borrower shall notify the Lender thereof. If requested by the Lender, the Borrower shall within five Business Days of such request make a mandatory prepayment of the Loan, in an amount equal to 100% of such proceeds (or such lesser amount as the Lender may specify on the date of such request), to be applied to the outstanding principal amount of the Loan and the Borrower shall concurrently pay the accrued and unpaid interest on such amount; provided, however, that no such payment shall be required on account of Net Casualty Proceeds that are intended to be reinvested in the ordinary course of the Loan Parties’ business within 180 days in replacement equipment or real property used or useful in their business, so long as such proceeds are held in a deposit account subject to a perfected security interest of Lender; provided, further, that if such Net Casualty Proceeds have not in fact been so re-invested at the expiration of such 180 day period than any Loans; PROVIDED thatsuch Net Casualty Proceeds shall be paid to Lender as provided herein at such time.
(Ac) any such prepayment In the event that there shall be made PRO RATA among all Loans included in the same Interest Period NoticeExcess Cash Flow for any Fiscal Quarter (commencing with Fiscal Quarter ending June 30, or if none2015), in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (orBorrower shall, if requested by the Lender, no later than forty-five (45) days plus five (5) Business Days after the end of such prepayment is to be made on Fiscal Quarter, prepay the last day unpaid principal amount of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be Loan in an aggregate minimum principal amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, Applicable Percent of such Excess Cash Flow (or any lesser amount requested by the aggregate, outstanding principal amount of all Loans over Lender); provided that no payments under this Section 3.2(c) shall be subject to the Commitment Amount as so reduced; andpremiums or exit fees due under Section 3.6 and Section 3.7.
(iiid) shall, The Borrower shall repay the Loan in full immediately upon any acceleration of the Stated Maturity Date of any Loans thereof pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans Section 9.3, unless, pursuant to SECTION 9.2Section 9.3, repay all Loans.
only a portion of the Loan is so accelerated (b) Each prepayment of any Loans made pursuant to this Section in which case the portion so accelerated shall be without premium or penalty, except as may be required by SECTION 4.4so repaid).
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay (without set-off, deduction or counterclaim) in full the unpaid principal amount of each Loan upon the earlier of (i) the Stated Maturity DateDate and (ii) the date which is six months after the making of such Loan. Prior thereto, the BorrowerBorrower (without set-off, deduction or counterclaim):
(ia) may, from time tine to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED provided however, that:
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(Bi) all such voluntary prepayments shall require at least three one (1) but no more than five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; Lender, and
(Cii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 10,000; and
(or iii) no such voluntary prepayment of any Loan may be made on any day before the remaining amount 30th day following the making of the Loans being prepaid)such Loan;
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including effective pursuant to SECTION 2.2Section 2.1.2, 2.2 and 3.1 hereof, make a mandatory prepayment of all Loans (and/or pay over to the Lender cash to be held in a non-interest bearing collateral account by the Lender as cash collateral for the Lender's unfunded obligations under all issued and outstanding Letters of Credit) equal to the excess, if any, of:
(i) the sum of (x) the aggregate, outstanding principal amount of all Loans over at such date
(ii) the Commitment Amount as so reduced;
(c) shall, immediately upon the Available Capital at the Borrower being less than the product of (i) 2 and (ii) the sum of the aggregate outstanding principal amount of the Loans, make a mandatory prepayment of all Loans in an amount so that, after giving effect thereto, the Available Capital of the Borrower shall equal or exceed the product of (x) 2 and (y) the sum of the aggregate outstanding principal amount of the Loans;
(d) shall, upon receipt of any capital contributions from its partners (whether in the Capital Contributions Account or otherwise), prepay outstanding Loans in an aggregate principal amount equal to the aggregate amount of such capital contributions;
(e) shall, on the 45th day following the date that the aggregate principal amount of the Loans outstanding shall exceed $3,000,000, prepay the entire outstanding principal amount of the Loans; and
(iiif) shall, immediately upon any acceleration of or the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2section 8.3, repay all Loans., unless, pursuant to Section 8.3, only a portion of such Loans is so accelerated; and
(bg) pay, as set forth in Section 2.1.2, the Reduction Amount as and when due. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty. No prepayment of principal of any Loans pursuant to clause (a), except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due), that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If or (e) of this Section 3.1 shall cause a reduction in the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateCommitment Amount.
Appears in 1 contract
Samples: Revolving Line of Credit Agreement (Winokur Herbert S Jr)
Repayments and Prepayments. (a) The Borrower shall repay will make payment in full the of all unpaid principal amount of each Loan upon the at its Stated Maturity DateDate (or such earlier date as such Loan may become or be declared due and payable pursuant to Article 7). Prior thereto, the Borrower:
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
provided, however, that (A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(Bi) all such voluntary prepayments shall be in a minimum amount of $50,000 (subject to the Borrower's right to prepay in full the entire unpaid principal amount of the Loans), (ii) such prepayment shall require (x) in the case of Revolving Loans, at least three five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') Days prior written notice to the Administrative Agent; and
Agent or (Cy) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount case of the Term Loan, at least thirty (30) days prior written notice to the Agent, (iii) the Borrower pays to the Lenders any Prepayment Fee required to be paid pursuant to Section 3.3.2, (iv) the Borrower may only prepay the Term Loan if the Revolving Loan Commitment has been irrevocably terminated and there are no Revolving Loans being prepaidoutstanding (unless all outstanding Revolving Loans are fully repaid and the Revolving Loan Commitment is irrevocably terminated simultaneously with a prepayment on the Term Loan), and (v) the Borrower may not prepay the Revolving A Loans if there are any Revolving B Loans outstanding (unless all outstanding Revolving B Loans are fully repaid simultaneously with a prepayment of the Revolving A Loans);
(iii) shall, on each date when any reduction in Business Day on which the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment sum of all Loans equal to (A) the excess, if any, of the aggregate, aggregate outstanding principal amount of all Revolving A Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand aggregate outstanding principal amount of the Administrative Agent, return its share of Term Loan exceeds the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.Borrowing Base for Revolving A Loans and
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
Repayments and Prepayments. (a) The Borrower shall repay each Loan in full twenty-four equal semi-annual installments on the unpaid principal amount last day of each Loan upon the Stated Maturity DateInterest Period with respect to such Loan, as set forth on Schedule II hereto. Prior theretoIn addition, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any the Loans; PROVIDED provided that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included (determined using the Equivalent in Dollars of any portion of the same Interest Period NoticeLoans that are denominated in Euro) and applied in forward order of maturity, inverse order of maturity or if noneratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; provided that at any time, the Borrower may prepay in full the same BorrowingTranche B Loans (without prepaying any Tranche A Loans) so long as such Tranche B Loans have been substantially contemporaneously refinanced with loans made by one or more Lenders or one or more Eligible Assignees that become party to this Agreement as Lenders by execution of and delivery to the Borrower and the Administrative Agent of (x) counterparts of this Agreement or (y) an assignment in accordance with Section 12.11.1 (any such loans being “Tranche B Loans” and having the identical terms as the Tranche B Loans so prepaid, other than the rate of interest and tenor applicable to such loans, which rate of interest and tenor shall be as agreed between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Closing Date of the Tranche B Loans);
(Bii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii) such voluntary prepayment shall require three Business Days' (or, Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice with respect to the Administrative AgentLoans being so prepaid and there is only one Interest Period applicable to all of the Loans; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or, in the case of the portion of the Loan denominated in Euro, the Equivalent in Euro) (or the remaining amount of the Loans being prepaid);; and
(iib) shall, on the last day of the Interest Period on or about the sixth anniversary of the Original Closing Date, repay all or a portion of the Loans made by any Tranche B Lender that has given notice not less than the date which is six months plus five (5) Business Days prior to such anniversary date to the Administrative Agent and the Borrower of its election to be repaid on such date, specifying the amount of such Loans that are required to be repaid (it being understood and agreed that each date when any reduction Tranche B Lender may elect to give such notice in the Commitment Amount its sole discretion); provided that no such Loan (or portion thereof) shall become effective, including be required to be repaid pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal this Section 3.1(b) to the excessextent (x) such Loan (or portion thereof) has been assigned in accordance with Section 4.8 or (y) such Lender has agreed subsequently in writing not to be so repaid, if anyin each case, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; andprior to such anniversary date.
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any the Loans pursuant to SECTION Section 9.2, repay all Loans.
(b) . Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole Section 4.4 and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available accompanied by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderaccrued interest.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall shall, and hereby unconditionally promises to, repay in full the unpaid principal amount of each Loan upon Amount and all other Obligations (excluding contingent Obligations not then due) on the Stated Final Maturity Date. Prior theretoThe Borrower:
(a) shall, without requiring the prior consent of the Lenders, the BorrowerCollateral Agent or the Administrative Agent, on, or prior to, the second (2nd) Business Day following the date on which a Responsible Officer of the Borrower has obtained knowledge of or written notice that the Loan Amount exceeds the Permitted Loan Balance, prepay the Loan Amount so that after giving effect to such prepayment, the Loan Amount does not exceed the Permitted Loan Balance; provided, that the Borrower shall at such time also pay in full all accrued interest on the portion of the Loan Amount so prepaid together with the Repayment Premium specified in clause (g) below;
(ib) may, from time to time on any Business Daytime, make a voluntary prepayment, prepay the Loan Amount in whole or in part, part (subject to Section 4.03) upon two (2) Business Days’ prior written notice (which notice may be conditional upon the closing of another transaction) of the outstanding principal amount of any Loansproposed prepayment date to the Administrative Agent; PROVIDED that
provided that (Ai) any such prepayment shall be made PRO RATA among in a principal amount equal to or greater than $1,000,000 and (ii) the Borrower shall pay in full all Loans included accrued interest on the portion of the Loan Amount so prepaid together with the Repayment Premium specified in the same Interest Period Notice, or if none, in the same Borrowingclause (g) below;
(Bc) all such voluntary prepayments shall require at least three Business Days' (orshall, if such prepayment is to be made on without requiring the last day prior consent of an Interest Period for such Loansthe Lenders, two Business Days') prior written notice to the Collateral Agent or the Administrative Agent, on, or prior to, the second (2nd) Business Day following the date on which the Borrower has received Net Proceeds of any Receivables and any IP Assets sold as permitted pursuant to Section 7.03(a), apply such Net Proceeds to prepay the Loan Amount; provided that the Borrower shall at such time also pay in full all accrued interest on the portion of the Loan Amount so prepaid together with the Repayment Premium specified in clause (g) below;
(d) shall, without requiring the prior consent of the Lenders, the Collateral Agent or the Administrative Agent, on, or prior to, the fifth (5th) Business Day following the date on which the Borrower has received Net Proceeds of any Recovery Event, apply such Net Proceeds to prepay the Loan Amount; provided, that the Borrower shall, in each case, at such time also pay in full all accrued interest on the portion of the Loan Amount so prepaid together with the Repayment Premium specified in clause (g) below;
(e) shall, without requiring the prior consent of the Lenders, the Collateral Agent or the Administrative Agent, on, or prior to, the second (2nd) Business Day following the date on which the Borrower has received Net Proceeds from the incurrence of any Indebtedness (other than with respect to any Indebtedness expressly permitted to be incurred hereunder), apply such Net Proceeds to prepay the Loan Amount; provided that the Borrower shall at such time also pay in full all accrued interest on the portion of the Loan Amount so prepaid together with the Repayment Premium specified in clause (g) below; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iif) shall, upon the occurrence of a Servicer Liquidity Event, be deemed to have consented to the application of all amounts on each date when any reduction deposit in the Commitment Cash Reserve Account to prepay the Loan Amount and all accrued interest on the portion of the Loan Amount so prepaid together |US-DOCS\130674191.18|| with the Repayment Premium specified in clause (g) below, and the Collateral Agent shall become effective, including promptly so apply such amounts; provided that such prepayment pursuant to SECTION 2.2, make this clause (f) shall be made solely to the extent of such funds then on deposit.
(g) In the event that the Borrower makes (i) any voluntary or mandatory prepayment of all Loans or any portion of the Loan Amount pursuant to clauses (a), (b), (c), (d), (e) or (f) of this Section 2.03 or (ii) any prepayment of all or any portion of the Loan Amount (x) while an Event of Default has occurred and is continuing, (y) after the acceleration of the Obligations or (z) after the commencement of an Event of Bankruptcy (in each case of clauses (i) and (ii), a “Prepayment Event”), the Borrower shall pay, (i) if such Prepayment Event occurs prior to the date that is 12 months after the Loan Funding Date of the corresponding Loan subject to such Prepayment Event, an amount equal to the excess, if any, sum of a prepayment premium equal to 10.00% of the aggregateoutstanding Loan Amount subject to such Prepayment Event; (ii) if such Prepayment Event occurs on or after the date that is 12 months after the Loan Funding Date of the corresponding Loan subject to such Prepayment Event but prior to the date that is 24 months after the Loan Funding Date of the corresponding Loan subject to such Prepayment Event, a prepayment premium equal to 5.00% of the outstanding principal amount of all Loans over the Commitment Loan Amount as so reducedsubject to such Prepayment Event; and
and (iii) shall, immediately upon any acceleration if such Prepayment Event occurs on or after the date that is 24 months after the Loan Funding Date of the Stated Maturity corresponding Loan subject to such Prepayment Event but prior to the date that is 36 months after the Loan Funding Date of any Loans pursuant the corresponding Loan subject to SECTION 8.2 such Prepayment Event, a prepayment premium equal to 2.50% of the outstanding Loan Amount subject to such Prepayment Event (such amounts described in clauses (i), (ii) and (iii) are herein referred to as the “Repayment Premium”). For the avoidance of doubt, if a Prepayment Event occurs on or 8.3 or after the mandatory repayment date that is 36 months after the Loan Funding Date of the corresponding Loan, no Repayment Premium shall be payable in respect of such Prepayment Event. The Borrower shall inform the Administrative Agent promptly, in writing, upon the discovery of any Loans pursuant event that gave rise to SECTION 9.2, repay all Loans.
(b) Each a prepayment of any Loans made obligation pursuant to this Section 2.03. The Borrower shall be without premium or penaltynotify the Administrative Agent by 1:00 p.m. (New York City time), except as may be required by SECTION 4.4two (2) Business Days prior to any prepayment under this Section 2.03.
(ch) Unless Any prepayment of the Borrower or any Lender has notified the Administrative Agent prior Loan Amount shall be applied to the date any payment to be made by it is due, that it does not intend to remit such payment, Loans on a pro rata basis plus the Administrative Agent may, in its sole applicable Repayment Premium and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together interest accrued with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount thereto on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderpro rata basis.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of the Loans made by each Loan Lender upon the Stated Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
provided, that (Ai) any such prepayment of Loans shall be made PRO RATA pro rata among all the Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowing;
of all Lenders that have made such Loans; (Bii) all such voluntary prepayments shall require at least three one but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative Agent; and
and (Ciii) all such voluntary partial prepayments shall be be, in an aggregate minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);1,000,000.
(iib) shall, on On each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans over exceeds the Commitment Amount (as so reduced; andit may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Loans in an aggregate amount equal to such excess.
(iiic) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of any Loans Borrower shall repay all the Loans, unless, pursuant to SECTION 9.2Section 8.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(bd) Each On any date prior to the Maturity Date on which any Net Proceeds are received by the Borrower or any of its Subsidiaries in respect of any Reduction Event, the Borrower shall prepay the Loans by an amount equal to such Net Proceeds. The Borrower shall notify the Administrative Agent of the proposed consummation of any Reduction Event (and the corresponding prepayment of any the Loans made pursuant to this Section shall be without premium 3.1.1(d) or penalty, except as may be required by SECTION 4.4.
(c) Unless reduction of the Borrower or any Lender has notified the Administrative Agent prior Commitments pursuant to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the LenderSection 2.2(b)), as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment ) no later than 11:00 A.M. (New York City time) on the second Business Day prior to the Person entitled theretodate of the proposed consummation thereof. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
Such notice shall specify (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to date of the Administrative Agent the amount proposed consummation of such assumed payment made available to such LenderReduction Event, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, a reasonably detailed estimate of the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds RateNet Proceeds thereof, and (Biii) from the Borrower, at a rate per annum equal to anticipated amount of the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which prepayment of the Administrative Agent or Loans and reduction of the Borrower may have against any Lender Commitments and as a result thereof. For purposes of any default by such Lender hereunder.
(d) If this Section 3.1.1(d), the Administrative Agent or any Lender is required at any time to return to following terms shall have the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.following meanings:
Appears in 1 contract
Samples: Bridge Credit Agreement (Ust Inc)
Repayments and Prepayments. (a) The Each Borrower shall repay in full the unpaid principal amount of each Loan made to it upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) each Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED PROVIDED, HOWEVER, that
(Ai) any such prepayment of a Loan (other than a Bid Loan or a Swingline Loan) shall be made PRO RATA among all Loans included in of the same Type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(Bii) any such prepayment of any Loan (other than a Base Rate Committed Loan or a Swingline Loan based on the Alternate Base Rate) made on any day other than the last day of the Interest Period for such Loan shall be subject to such Borrower's obligation to make payment, if requested by any Lender, of an additional amount equal to the amount due under SECTION 5.4 incurred as a result of such prepayment being so made at such time;
(iii) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice (except in the case of Base Rate Committed Loans and Swingline Loans based upon the Alternate Base Rate which shall require one Business Day's prior written notice) to the Administrative Agent; andAgent and such notice of prepayment shall be irrevocable and shall specify (i) the date and amount of such prepayment, and (ii) whether such payment is of Base Rate Committed Loans, Eurodollar Committed Loans or Swingline Loans, or any combination thereof;
(Civ) all such voluntary partial prepayments (A) in the case of Loans other than Swingline Loans, shall be in an aggregate minimum amount of $10,000,000 5,000,000 (or if less, the aggregate outstanding amount of all Loans) and a an integral multiple of $1,000,000 1,000,000, and (B) in the case of Swingline Loans, shall be in an aggregate minimum amount of $250,000 (or if less, the remaining aggregate outstanding amount of the Loans being prepaid);such Swingline Loan) and an integral multiple of $100,000; and
(iiv) notwithstanding the terms of SECTION 5.4(a), Bid Loans may not be voluntarily prepaid.
(b) the Revolving Borrower shall, on each date when any reduction in the Revolving Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment (which shall be applied (or held for application and bear interest at the rate applicable under SECTION 4.7) as the case may be, by the Lenders first to the payment of all the aggregate unpaid principal amount of those Revolving Loans then outstanding, and then to the payment of the then outstanding Letter of Credit Outstandings) equal to the excess, if any, of the aggregate, outstanding principal amount of all Revolving Loans and Letter of Credit Outstandings over the Revolving Commitment Amount as so reduced; and;
(iiic) each Borrower shall, immediately upon any acceleration of the Stated Maturity Date of any Revolving Loans or Term Loans pursuant to SECTION 8.2 9.2 or 8.3 or the mandatory repayment of any Loans SECTION 9.3, repay all such Loans, unless, pursuant to SECTION 9.29.3, repay only a portion of all Loans.
(b) Each prepayment of any such Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.so accelerated;
(d) If the Administrative Agent or Revolving Borrower shall make a mandatory prepayment of Swingline Loans (A) if following any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand reduction of the Administrative Agent, return its share of the amount Swingline Commitment pursuant to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.SUBSECTION 2.2.1 the
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon Advance on the Stated Maturity Date. Prior thereto, the Borrower:
(ia) maymay voluntarily prepay all or any portion of the aggregate outstanding Advances, from time to time on any Business Day, make a voluntary prepayment, either in whole or in part, together with the related Yield Maintenance Fee, from funds available for distribution to the Borrower pursuant to clause “Eleventh” of Section 5.2(b) and/or from funds available to the outstanding principal amount Borrower from any capital contribution or other source of any Loansfunding obtained by the Borrower that is not expressly prohibited by this Loan Agreement; PROVIDED that
(A) provided, however, that no such prepayment shall constitute the payment of Required Amortization; provided further, that any such prepayment shall be made PRO RATA among all Loans included in applied first to the same Interest Period Notice, or if none, in outstanding principal balance of the same BorrowingSecond Amended and Restated Closing Date Advance;
(Bb) shall apply the Net Proceeds of any sales made pursuant to Section 2.7 to repay Advances (first, to the Second Amended and Restated Closing Date Advance and second, to all other Advances) by depositing such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to Net Proceeds into the Administrative Agent’s Account; and
provided, however, that no such prepayment shall constitute the payment of Required Amortization; provided, further, that such Net Proceeds shall first be applied to the payment of any applicable Yield Maintenance Fee, then interest accrued on such Advances, and then the repayment of Advances (C) first, to the Second Amended and Restated Closing Date Advance and second, to all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaidother Advances);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 10.2, repay all Loans.such Advances and all other Obligations (including, without limitation, the Yield Maintenance Fee) within one (1) Business Day of the Administrative Agent’s delivery of notice of such acceleration to the Borrower;
(bd) Each prepayment of any Loans made pursuant to this Section shall be without premium or penaltyshall, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
within thirty 30 days after (i) if the Borrower failed number of Pledged Policies is less than or equal to make such paymentfifty (50), each Lender shall forthwith on demand repay to or (ii) the Administrative Agent the cumulative face amount of such assumed payment made available the Pledged Policies is less than or equal to such Lender$125,000,000, together repay all the Advances and all other Obligations (including, without limitation, the Yield Maintenance Fee);
(e) shall prepay a portion of the Second Amended and Restated Closing Date Advance in accordance with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds RateSection 9.1(gg), if applicable; and
(iif) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand each Distribution Date, repay the Advances from Available Amounts in accordance with the Priority of Payments (which Available Amounts shall be applied first to the outstanding principal balance of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateSecond Amended and Restated Closing Date Advance).
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each the Loan upon the Stated Maturity Date. Prior thereto, the Borrower
(i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loansthe Loan; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all LIBO Rate Loans included in with the same Interest Period NoticePeriod, or if none, in the same Borrowingany;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such LIBO Rate Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiiii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans the Loan pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans the Loan pursuant to SECTION 9.2, repay all Loansthe outstanding principal amount of the Loan.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED provided, however, that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(Bii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan, unless Borrower also pays all losses and expenses as a result of such prepayment as provided in Section 4.4;
(iii) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 500,000;
(b) shall, within two Business Day's after receipt of Net Available Proceeds from (i) Asset Sales, (ii) Equity Issuances, (iii) Project Indebtedness Payments (excluding that portion of the first Project Indebtedness Payments made after the Effective Date under the Clear Lake Credit Agreement and the Cogenron Credit Agreement representing interest accrued under each of the Clear Lake Credit Agreement and the Cogenron Credit Agreement from the last principal payment date under each of the Clear Lake Credit Agreement and the Cogenron Credit Agreement through the Effective Date, which amounts may be used by the Borrower to repay Calpine Subordinated Indebtedness or to pay a dividend to Calpine), or (iv) EDCC Distributions, deposit any such amounts with the remaining Agent to be held pursuant to the Deposit and Disbursement Agreement and applied first to repayment of interest on the Loans, and then to repayment of the principal amount of the Loans being prepaid);
Loans, such repayment to occur (iiA) shallin the case of Base Rate Loans, on each date when any reduction the third Business Day after receipt of such Net Available Proceeds by the Borrower, and (B) in the Commitment Amount shall become effectivecase of LIBO Rate Loans, including pursuant to SECTION 2.2, make mandatory prepayment on the next day or days on which amounts are payable with respect thereto without the payment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount losses and expenses as so reduceddescribed in Section 4.4; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 8.3, repay all Loans.
(b) , unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Repayments and Prepayments. (a) The Borrower shall repay the Loans in full fourteen equal semi-annual installments on the unpaid principal amount last day of each Loan upon the Stated Maturity DateInterest Period, as set forth on Schedule II hereto. Prior theretoNYDOCS03/851836.9B 16 In addition, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any the Loans; PROVIDED provided that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included and applied in forward order of maturity, inverse order of maturity or ratably among all remaining installments, as the same Interest Period NoticeBorrower shall designate to the Administrative Agent, except, that (A) if the Borrower has received a notice in respect of the Finnvera Guarantee (x) that a Prepayment Event of the type described in Section 9.1.9 has occurred or if noneis reasonably likely to occur or (y) pursuant to Section 3.1.2 of the Finnvera Guarantee, the Borrower may prepay the Tranche A Loans without making any prepayments in respect of the same BorrowingTranche B Loans, (B) the Borrower may designate whether the portion of such prepayment applicable to the Tranche B Loans shall be applied to the Tranche B (Sub-Tranche 1) Loans or the Tranche B (Sub-Tranche 2) Loans or any combination thereof and (C) the Borrower may at any time prior to the application of the proceeds of the Loans to the purchase price of the Purchased Vessel prepay the Tranche A Loans without making any prepayments in respect of the Tranche B Loans;
(Bii) all such voluntary prepayments shall require at least three Business Days' Days (or, if such prepayment is to be made on the last day of an Interest Period for such the Loans, two Business Days') prior written notice to the Administrative Agent; and
(Ciii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiib) shall, immediately upon any acceleration of the Stated Maturity Date of any the Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any the Loans pursuant to SECTION Section 9.2, repay all Loans.
(b) . Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
(c) Unless , provided that any prepayment under this Agreement shall be made subject to payment by the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds(for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, then:
(i) if the Borrower failed to make such payment, each Lender which demand shall forthwith on demand repay to the Administrative Agent set forth the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from the FEC Break Costs and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderreasonably detailed calculations thereof.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any LoansLoans of the Borrower; PROVIDED that
provided, however, that (Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included in to the Borrower of the same type and, if applicable, having the same Interest Period, of all Banks; (ii) if the Borrower makes such prepayment of any LIBO Rate Loan on any day other than the last day of the Interest Period Notice, or if none, for such Loan then the Borrower shall be responsible for the increased cost to the Banks as provided more fully in the same Borrowing;
Section 4.4; (Biii) all such voluntary prepayments shall require at least three but no more than five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
and (Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)100,000;
(iib) shall, on each date when any reduction in or termination of the Commitment Amount shall become effective, effective (including pursuant to SECTION Section 2.2, but excluding any such reduction or termination resulting from a Borrowing Base Deficiency), first, make a mandatory prepayment in an amount at least equal to the aggregate, outstanding principal amount of all Loans in excess of the Commitment Amount as reduced or terminated, and, if such mandatory prepayment was not sufficient to reduce the unpaid principal balance of the Loans to an amount that, when added to Letter of Credit Liabilities, does not exceed the Commitment Amount as reduced or terminated, then second, deposit cash collateral with the Administrative Agent as security for the Obligations, such prepayments and cash deposits to be in an amount equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Liabilities over the Commitment Amount as so reduced; andreduced or terminated;
(iiic) shall, within ten (10) days of receipt of notice from the Administrative Agent that a Borrowing Base Deficiency then exists (or delivery of notice from the Borrower of a Borrowing Base Deficiency required pursuant to Section 7.1.1(e)), either (i) make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date, or (ii) notify the Administrative Agent that it shall execute and deliver, or cause one or more of its Restricted Subsidiaries to execute and deliver, to the Collateral Agent within sixty (60) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent securing payment of the Obligations and covering other Properties of the Borrower or its Restricted Subsidiaries, including additional Oil and Gas Properties directly owned by the Borrower or one or more of the Restricted Subsidiaries which are not then covered by any Security Document and which are of a type and nature satisfactory to the Administrative Agent, and having a value (as determined by the Administrative Agent and the Banks in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, sufficient to eliminate the Borrowing Base Deficiency; provided, that if the Borrower shall elect to execute and deliver (or cause one or more of its Restricted Subsidiaries to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (ii) of this Section 3.1(c), it shall provide concurrently with notice of such election to the Administrative Agent with descriptions of the additional assets to be collaterally assigned (together with current valuations, engineering reports, Security Documents described in such subclause (ii), title evidence or opinions applicable thereto and other documents including opinions of counsel, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent); and further provided that if the Administrative Agent has not received within such ten (10) day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (ii) within such sixty (60) day period, then without any necessity for notice to the Borrower or any other person, the Borrower shall be deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date;
(d) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 8.3, repay all Loans.Loans and deposit cash collateral with the Administrative Agent as security for the Letter of Credit Liabilities, unless, pursuant to Section 8.3, only a portion of all Loans and Letters of Credit is so accelerated; and
(be) shall, on the first Business Day following any disposition of assets (other than dispositions of Hydrocarbons in the ordinary course of business) permitted by Section 7.2.9, make a payment of 100% of the Net Cash Proceeds received from such disposition to be applied to the outstanding Loans (or deposited as cash collateral with the Administrative Agent as security for the Letter of Credit Liabilities); provided, however, that if no Borrowing Base Deficiency shall exist as a result of such disposition and no Event of Default has occurred and is continuing, the Borrower may retain such funds and such payment shall not be required. Each prepayment of any Loans Loan made pursuant to this Section shall be without premium or penalty, except for reimbursements as may be required by SECTION Section 4.4.
(c) Unless . No prepayment of principal of any Loans shall cause a reduction in the Borrower or any Lender has notified Commitment Amount. All amounts paid pursuant to this Section shall be applied first as prepayments on the Administrative Agent prior Loans and to the date extent all Loans are repaid, any payment to excess amount shall be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted transferred to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from held as cash collateral for the date of such demand Obligations and applied thereto pursuant to the date such payment is made at a rate per annum equal to the daily Federal Funds RateSection 2.7.4.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Loans on the Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoans shall be made as set forth below.
(a) Except as otherwise provided in this Section 3.2, no payments or prepayments, including voluntary prepayments, of principal of the Loan shall be permitted.
(b) Within three Business Days of receipt by Holdings of any Net Equity Proceeds, or receipt by Holdings, the Borrower or any Subsidiary of any Net Casualty Proceeds, the Borrower shall notify the Administrative Agent thereof. If requested by the Administrative Agent, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to 50% of such Net Equity Proceeds or 100% of such Net Casualty Proceeds (or, in each case, such lesser amount as the Administrative Agent may specify on the date of such request), as the case may be, to be applied as set forth in Section 3.3; provided, however, that no such payment shall be required (and the Administrative Agent shall not make a request for any such payment) on account of Net Casualty Proceeds that are intended to be reinvested within 360 days in the repair or replacement of the property subject to the applicable Casualty Event; provided, further, that if such Net Casualty Proceeds are at any time no longer intended to be so reinvested or have not in fact been so re-invested at the expiration of such 360 day period then any such Net Casualty Proceeds shall be paid to Lenders as provided herein at such time.
(c) The Borrower shall repay the Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 9.2 or Section 9.3, unless, pursuant to Section 9.3, only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(d) Subject to the terms of this Section 3.2, (i) mayduring the period from the Restatement Date to and including the date that is 36 months after the Restatement Date, from time to time on any Business Day, make a voluntary prepaymentthe Borrower shall not voluntarily prepay, in whole or in part, of the outstanding any unpaid principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
and (ii) shallat any time following the date that is 36 months after the Restatement Date, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that voluntarily prepay, in whole or in part, any unpaid principal amount of the Loans. At such time as the Borrower pays, prepays or the Lenderrepays, as the case may beor is required to pay, has timely remitted such payment and mayprepay or repay, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the any principal amount of such assumed the Loans, whether on the Maturity Date or otherwise, whether voluntarily or involuntarily (if involuntarily, whether required by this Agreement or any other Loan Document) and whether before or after acceleration of the Obligations, including without limitation any payment made available pursuant to such Lenderany provision of this Section 3.2, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding to each Lender, a fee in the amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to 7.5% of the daily Federal Funds Rateaggregate principal amount of such payment, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable prepayment or repayment to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderLender.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Bacterin International Holdings, Inc.)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Loans on the Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoans shall be made as set forth below.
(ia) mayThe Borrower shall have the right, with at least three Business Days’ notice to the Lender, at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentunpaid principal amount of the Loans, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) and any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice allocated to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (First Tranche Loan or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the LenderSecond Tranche Loan, as the case may be, has timely remitted as designated by the Borrower.
(b) Commencing on February 22, 2019, the Borrower shall, on such payment date and mayon each three month anniversary thereof, in its sole and absolute discretion and in reliance thereonunless waived by the Lender at least three Business Days prior to such date, make available such a scheduled principal payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
of (i) if the Borrower failed First Tranche Loan equal to make such payment, each Lender shall forthwith on demand repay to one quarter of the Administrative Agent the aggregate principal amount of the First Tranche Loan on January 22, 2019 (or such assumed payment made available lesser amount as the Lender may specify at least three Business Days prior to such Lender, together with interest thereon in respect of each day from date) and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such paymentthe Second Tranche Loan has been funded, the Administrative Agent shall be entitled Second Tranche Loan equal to recover one quarter of the aggregate principal amount of the Second Tranche Loan on January 22, 2019 (or such corresponding lesser amount on demand from as the Lender may specify at least three Business Days prior to such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefordate).
(c) Within three Business Days of receipt by Holdings, the Administrative Agent promptly Borrower or any Subsidiary of any Net Casualty Proceeds, the Borrower shall notify the BorrowerLender thereof. If requested by the Lender, and the Borrower shall pay within three Business Days of such corresponding request make a mandatory prepayment of the Loans, in an amount equal to 100% of such proceeds (or such lesser amount as the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest may specify on such corresponding amount in respect of each day from the date of such corresponding amount was made available by the Administrative Agent request), to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender applied as a result of any default by such Lender hereunderset forth in Section 3.3.
(d) If The Borrower shall repay the Administrative Agent Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 9.2 or any Lender is required at any time Section 9.3, unless, pursuant to return to the BorrowerSection 9.3, or to only a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the BorrowerLoans is so accelerated (in which case the portion so accelerated shall be so repaid). Except as set forth in Sections 3.7 and 3.8 below, each Lender shall, on demand prepayment of the Administrative Agent, return its share of the amount to Loans made hereunder shall be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Ratewithout premium or penalty.
Appears in 1 contract
Samples: Credit Agreement (GC Aesthetics PLC)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity DateDate therefor. Prior thereto, the Borrowerpayments and prepayments of Loans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED provided, however, that
(Ai) any such prepayment of the Term Loans shall be made PRO RATA pro rata among all Term Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, in of all Lenders that have made such Term Loans (applied pro rata to the remaining amortization payments for the Term Loans) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same Borrowingtype and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(Bii) all such voluntary prepayments (other than those made on the date of the initial credit extension) shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(Ciii) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000.
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the then existing Revolving Loan Commitment Amount, the Borrower shall make a mandatory prepayment of Revolving Loans and/or deposit cash collateral with the Administrative Agent or its designee pursuant to an agreement satisfactory to the remaining Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Within 365 days following the date of any Permitted Disposition, the Borrower shall (subject to the following proviso) make a mandatory prepayment of the Loans being prepaid);in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that if no Event of Default has occurred and is continuing, the Borrower may at any time during such 365-day period apply such Net Disposition Proceeds to purchase one or more Cable Systems in lieu of the foregoing mandatory prepayment requirement to the extent that such Net Disposition Proceeds were so applied.
(iid) shall, On the Stated Maturity Date and on each date when Quarterly Payment Date occurring during any reduction in period set forth below, the Commitment Amount Borrower shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment a scheduled repayment of all Loans equal to the excessaggregate outstanding principal amount, if any, of all Term Loans in an amount equal to the aggregatepercentage (of $350,000,000, as such amount may be increased pursuant to Section 2.8) set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable: Amount of Required Period Principal Repayment ------ ------------------- 10/01/00 through (and including) 03/31/01 2.00% 04/01/01 through (and including) 03/31/04 3.00% 04/01/04 through (and including) 12/31/05 4.25% 01/01/06 through (and including) 03/31/07 5.00% 04/01/07 through (and including) 06/30/07 5.25%, or the then outstanding principal amount of all Loans over the Commitment Amount as so reduced; andTerm Loans, if different.
(iiie) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of any Loans Borrower shall repay all the Loans, unless, pursuant to SECTION 9.2Section 8.3, repay only a portion of all Loans.
the Loans is so accelerated (b) in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount No prepayment of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result principal of any default by such Lender hereunderRevolving Loans pursuant to clause (a) or (b) shall cause a reduction in the Revolving Loan Commitment Amount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower and the Co-Borrowers shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any LoansRevolving Loan; PROVIDED that
provided, however, that (Ai) any such prepayment of Revolving Loans shall be made PRO RATA pro rata among all the Revolving Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, of all Lenders that have made such Revolving Loans; (ii) the Borrower shall comply with Section 4.4 in the same Borrowing;
event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such LIBO Rate Loan; and (Biii) all such voluntary prepayments shall require at least three Business Days' ’ but no more than five Business Days’ notice in the case of LIBO Rate Loans, in each case in writing to the Agent;
(orb) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Line Loans;
(c) shall, on each date when the sum of (i) the aggregate outstanding principal amount of all Loans plus (ii) the aggregate amount of all Letter of Credit Outstandings less (iii) all cash proceeds in the accounts referred to in Section 7.1.9, at the time of determination of any of the foregoing exceeds the lesser of (A) the Revolving Loan Commitment Amount (as it may be reduced from time to time, pursuant to Section 2.2), and (B) the then applicable Borrowing Base Amount, make a mandatory prepayment of all Loans and, if such prepayment is to be made on the last day necessary, Cash Collateralize Letter of an Interest Period for such LoansCredit Outstandings, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount equal to such excess;
(d) shall, not later than one Business Day following the receipt of any Net Disposition Proceeds by the Borrower or any Co-Borrower, deliver to the Agent a calculation of the amount of $10,000,000 such Net Disposition Proceeds and make a multiple of $1,000,000 (or the remaining amount mandatory prepayment of the Loans being prepaid)in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that no such mandatory prepayment of the Loans shall be required under this clause (d) to the extent such Net Disposition Proceeds are received in connection with clause (c) of Section 7.2.9;
(iie) shall, not later than one Business Day following the receipt of any Net Debt Proceeds by the Borrower or any Co-Borrower, deliver to the Agent a calculation of the amount of such Net Debt Proceeds, and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2;
(f) shall, concurrently with the receipt of any Net Equity Proceeds by the Borrower or any Co-Borrower, deliver to the Agent a calculation of the amount of such Net Equity Proceeds, and no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Loans in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2;
(g) shall, not later than one Business Day following the receipt of any Net Casualty Proceeds (in respect of any assets other than Fixed Assets that are not subject to a Lien Securing the Obligations) by the Borrower or any Co-Borrower, deliver to the Agent a calculation of the amount of such Net Casualty Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such Proceeds, to be applied as set forth in Section 3.1.2;
(h) shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment of all the Loans and (if necessary) Cash Collateralize Letter of Credit Outstandings in an aggregate amount equal to the excess, if any, of the aggregate, sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so reduced; and
(iiii) shall, immediately upon any acceleration the occurrence of the Stated Maturity Date of any Loans or Obligations, whether by way of acceleration pursuant to SECTION Section 8.2 or Section 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2otherwise, repay all Loans.
outstanding Loans and other Obligations, unless, pursuant to Section 8.3, only a portion of all Loans and other Obligations are so accelerated (b) in which case the portion so accelerated shall be so prepaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
. No prepayment of principal of any Revolving Loans pursuant to clauses (a), (b), (c), (d), (e), (f) Unless or (g) of Section 3.1.1 shall cause a reduction in the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such paymentRevolving Loan Commitment Amount, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower Swing Line Loan Commitment Amount or the LenderLetter of Credit Commitment Amount, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in -------------------------- full the unpaid principal amount of each Loan upon Advance on the Stated Maturity Facility Termination Date. Prior thereto, the Borrower:
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any LoansAdvance; PROVIDED thatprovided, however, that -------- -------
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(Bi) all such voluntary prepayments shall require at least three two but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative AgentAgent (which notice shall specify the amount and date of such prepayment and whether such prepayment is applicable to Facility A Advances or Facility B Advances); and
(Cii) all such voluntary partial prepayments shall be in an aggregate a minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)500,000;
(iib) shall, on each date when any reduction in the Commitment Amount Facility Limit shall become effective, including effective pursuant to SECTION 2.2Section 2.5, make mandatory a prepayment of all Loans the ----------- Facility A Advances and/or the Facility B Advances (as allocated by the Borrower in a written notice to the Agent) in an amount equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans the Advances over the Commitment Amount Facility Limit as so reduced; and;
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date maturity date of any Loans the Advances pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 14.2, repay all Loans.
(b) Each prepayment of any Loans made Advances in full, unless, ------------ pursuant to this Section shall be without premium or penalty14.2(a), except as may be required by SECTION 4.4.
(c) Unless only a portion of all Advances is so --------------- accelerated, in which event the Borrower or any Lender has notified shall repay the Administrative Agent prior to accelerated portion of the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds RateAdvances; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand the date the Borrower receives any proceeds from any Take-Out Securitization (after deducting all costs and expenses of such Take-Out Securitization), make a prepayment (in an amount substantially equal to such net proceeds or, if less, the total outstanding amount of the Administrative Agent, return its share applicable Advances) of (i) the Facility A Advances to the extent such Take-Out Securitization relates to Transferred Receivables or (ii) the Facility B Advances to the extent such Take-Out Securitization relates to Transferred ABS. Each such prepayment or payment shall be subject to the payment of any amounts required by Section 6.3 resulting from a prepayment or payment of an ----------- Advance prior to the end of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateFixed Period with respect thereto.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower Borrowers shall repay in full the entire unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor; provided, that notwithstanding anything contained in this Agreement or any Loan Document to the contrary, each Foreign Borrower shall only be obligated to repay the principal amount of the Loans made to it and Reimbursement Obligations in respect of Letters of Credit issued for its account. Prior theretothereto (and subject to Section 2.1.1), the each Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Noticeprovided, or if nonehowever, in the same Borrowing;
(B) that all such voluntary prepayments shall require at least three one Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') Day's prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant effective (which reduction shall be subject to SECTION Section 2.2), make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings or, as applicable, Acceptance Obligations, in each case not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings and, as applicable, Acceptance Obligations) equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans Loans, together with the aggregate amount of all Letter of Credit Outstandings and, as applicable, Acceptance Obligations over the Commitment Amount as so reduced;
(c) shall, if upon any Reset Date, the sum of the outstanding principal amount of all Loans plus the amount of all Acceptance Obligations plus all Letter of Credit Outstandings exceeds the then existing Commitment Amount, make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings or, as applicable, Acceptance Obligations, in each case not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings and, as applicable, Acceptance Obligations) in an amount equal to such excess; and
(iiid) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans Obligations pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans.
(b) Obligations, unless, pursuant to Section 9.3, only a portion of all Obligations is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled theretoSection 5.4. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount No voluntary prepayment of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result principal of any default by such Lender hereunderLoans shall cause a reduction in the Commitment Amount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower Borrowers shall repay in full to the appropriate Fronting Bank (or, if applicable, Lender) the entire unpaid principal amount of each Loan made by such Fronting Bank (or, if applicable, Lender) upon the Stated Maturity DateDate therefor; provided, that notwithstanding anything contained in this Agreement or any Trade Document to the contrary, each Foreign Borrower shall only be obligated to repay the principal amount of the Loans made to it and Reimbursement Obligations in respect of Letters of Credit issued for its account. Prior theretothereto (and subject to Section 2.1.1), the each Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Noticeprovided, or if nonehowever, in the same Borrowing;
(B) that all such voluntary prepayments shall require at least three one Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') Day's prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, (including pursuant to SECTION the terms of the Loan Documents) shall become effective (which reduction shall be subject to Section 2.2), make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings or, as applicable, Acceptance Obligations, in each case not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings and, as applicable, Acceptance Obligations) equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans Loans, together with the aggregate amount of all Letter of Credit Outstandings and, as applicable, Acceptance Obligations over the Commitment Amount as so reduced;
(c) shall, if upon any Reset Date, the sum of the outstanding principal amount of all Loans plus the amount of all Acceptance Obligations plus all Letter of Credit Outstandings exceeds the then existing Commitment Amount, make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings or, as applicable, Acceptance Obligations, in each case not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings and, as applicable, Acceptance Obligations) in an amount equal to such excess;
(d) shall, on the dates set forth in the Intercreditor Agreement, make the mandatory and optional prepayments of Obligations under the Loan Documents in the amounts required by the terms of the Intercreditor Agreement; and
(iiie) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans Obligations pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans.
(b) Each prepayment of any Loans made Obligations, unless, pursuant to this Section shall be without premium or penalty9.3, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at only a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment all Obligations is made at a rate per annum equal to the daily Federal Funds Rateso accelerated.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate applicable to such Loan. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED PROVIDED, HOWEVER, that
(Ai) any such prepayment shall be made PRO RATA among all Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(Bii) all such voluntary prepayments of Eurodollar Rate Loans, and all Acquisition Loans that shall be subsequent to the Acquisition Loan Conversion Date, shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative AgentAgent and all such voluntary prepayments of Base Rate Loans, that are not Acquisition Loans subsequent to the Acquisition Loan Conversion Date, shall require prior written notice to the Agent at least by 1:00 p.m. at least one Business Day prior to such repayment but no more than five Business Days prior to such repayment;
(iii) all such voluntary prepayments of Eurodollar Rate Loans or Acquisition Loans shall be made in a minimum amount of $1,000,000 and an integral multiple of $500,000, or in the whole outstanding principal amount of such Loans, and all such voluntary prepayments of Working Capital Loans maintained as Base Rate Loans shall be made in a minimum amount of $500,000 and an integral multiple of $100,000, or in the whole outstanding principal amount of such Loan; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iib) shall, on each date when any reduction in the applicable Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment of all applicable Loans equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all applicable Loans over the applicable Commitment Amount as so reduced; and;
(iiic) shall, subject to the provisions of SECTION 8.2.8(B), within five Business Days after receipt by the Borrower or any Subsidiary of the net proceeds of any Asset Dispositions (or if committed to be expended within 365 days, after such 365 days if not so expended), make a mandatory prepayment of the Loans, the Private Placement Debt and the Parity Debt pro rata in an amount equal to the net proceeds of such Asset Disposition not so expended;
(d) shall, within five Business Days of receipt, apply 100% of the net proceeds of insurance and condemnation awards after payment of costs and expense and associated taxes (not applied to the restoration or replacement of like kind assets within 365 days) over an aggregate of $2,500,000 in any Fiscal Year to prepay the Loans, and if required by the express terms thereof the Private Placement Debt and the Parity Debt pro rata (taking into account any premiums that may be due);
(e) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.29.3, repay all Loans.; and
(f) shall, on each Quarterly Payment Date immediately following the Acquisition Loan Conversion Date, make a scheduled repayment of the aggregate principal amount, if any, of all Acquisition Loans equal to 1/16 of the principal amount of the Acquisition Loans outstanding on the Acquisition Loan Conversion Date, with final payment of any remaining Acquisition Loan due on the Acquisition Loan Stated Maturity Date. No prepayment of any Acquisition Loan pursuant to this paragraph shall cause an increase in the Acquisition Loan Commitment Amount. Subsequent to the Acquisition Loan Conversion Date each voluntary prepayment of Acquisition Loans made pursuant to CLAUSE (a) and each mandatory prepayment of Acquisition Loans made pursuant to CLAUSE (b), (c), (d) and (e) shall be applied, to the extent of such prepayment, to the scheduled repayments of the Acquisition Loans installments pro rata. Mandatory prepayment shall be applied first to the Acquisition Loans, then the Working Capital Loans then to the payment of the then outstanding Swing Loans and then to the outstanding aggregate amount of all Letter of Credit Outstandings to be held as cash collateral therefor pursuant to the terms of SECTION 4.7 hereof. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.45.4. No voluntary prepayment of principal of any Working Capital Loan or Acquisition Loan, prior to the applicable Loan Commitment Termination Date, shall cause a reduction in the Loan Commitment Amount.
SECTION 3.1.1 STATED MATURITY DATE AND LOAN COMMITMENT TERMINATION DATE.
(ca) Unless The Stated Maturity Date with respect to the Working Capital Loans shall terminate and each Lender shall be relieved of its obligations to make any Working Capital Loans on the Working Capital Loan Commitment Termination Date. The Borrower or any Lender has notified may from time to time request an extension of the Administrative Working Capital Loan Commitment Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least sixty but not more than ninety days prior to the date any payment then scheduled Working Capital Loan Commitment Termination Date. The Working Capital Loan Commitment Termination Date shall be so extended if the Agent shall have received from each Lender on or prior to be made by it is due, that it does not intend to remit the thirtieth day preceding the then scheduled Working Capital Loan Commitment Termination Date a duly executed counterpart of such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case Commitment Termination Date Extension Request. Each Lender may be, has timely remitted such payment and may, in its sole and absolute discretion and withhold its consent to any such Commitment Termination Date Extension Request.
(b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Lenders representing, in reliance thereonthe aggregate, make available such payment 85% or more of the Working Capital Loan Commitments, but less than 100% of the Working Capital Loan Commitments, on or prior to the Person entitled theretothirtieth day preceding the then scheduled Working Capital Commitment Termination Date, the Agent shall so notify (the date of such notice being the "NOTICE DATE") the Borrower and the Borrower shall have the right to seek a substitute lender or lenders (the "NEW LENDERS") which New Lenders would meet the requirements to be Assignee Lenders as defined in SECTION 11.11.1, acceptable to the Agent and the Borrower (which may be one or more of the Lenders) to replace the Lender or Lenders which have not delivered a counterpart of such Commitment Termination Date Extension Request by such time; PROVIDED that such New Lenders shall replace such nonrenewing Lenders on all such nonrenewing Lenders' Working Capital Loan Commitments, Working Capital Loans and Letter of Credit Outstandings, so the pro rata share of any New Lender of the Acquisition Loan Commitments, Working Capital Loan Commitments, and Letter of Credit Outstandings shall be the same. If such payment was any Working Capital Loan Commitment Termination Date shall not in fact remitted have been extended pursuant to CLAUSE (a) above, the Borrower shall elect, by delivering to the Administrative Agent in immediately available fundsat least four Business Days prior to the then scheduled Working Capital Loan Commitment Termination Date a written notice of election, then:
either (i) if the Borrower failed not to make extend such paymentWorking Capital Loan Commitment Termination Date, each in which case such Working Capital Loan Commitment Termination Date shall not be so extended for any Lender shall forthwith on demand repay to the Administrative Agent the amount irrespective of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to whether such Lender to has or has not sent its duly executed counterpart of the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
Commitment Termination Date Extension Request or (ii) if any Lender failed the aggregate Working Capital Loan Commitments of the Lenders who have delivered duly executed counterparts of a Commitment Termination Date Extension Request represent at least 85% of the Working Capital Loan Commitments, to make extend such paymentcurrent Working Capital Loan Commitment Termination Date, in which case (x) the Administrative Agent Working Capital Loan Commitment Termination Date shall be entitled to recover such corresponding amount on demand extended for an additional period of one year from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrowerthen scheduled Working Capital Loan Commitment Termination Date, and (y) the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also Working Capital Loan Commitments shall be entitled reduced on the then scheduled Working Capital Loan Commitment Termination Date to recover from such Lender interest on such corresponding an amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rateaggregate of the Working Capital Loan Commitments of the Lenders who had delivered duly executed counterparts of a Commitment Termination Date Extension Request on or prior to the thirtieth day preceding the then scheduled Working Capital Loan Commitment Termination Date, plus the aggregate Working Capital Loan Commitments of the New Lenders and (Bz) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.Working Capital
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan of its (w) Term Loans upon the Stated Term Loan Maturity Date. , (y) Revolving Loans upon the Revolving Loan Maturity Date, (y) Swingline Loans upon the Swingline Expiry Date and (z) Loans on the date on which a Change in Control occurs unless the Required Lenders otherwise agree in writing.
(a) Prior thereto, the Borrower
Borrower shall have the right to voluntarily prepay the Loans, without premium or penalty (i) mayexcept as may be required by Section 5.4), in whole or in part at any time and from time to time on any the following terms and conditions:
(i) the Borrower shall give the Administrative Agent prior to 11:00 a.m. (New York City, New York time) (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay ABR Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, make a voluntary prepaymentwhich notice (in each case) shall specify whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid and the amount of such prepayment and the types of Loans of the respective Tranche to be prepaid and, in whole the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in partthe case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
(ii) (x) each partial prepayment of Term Loans pursuant to this Section 3.1(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 3.1(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (z) each partial prepayment of Swingline Loans pursuant to this Section 3.1(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of ABR Loans) and any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day election of an Interest Period for with respect thereto given by the Borrower shall have no force or effect;
(iii) each prepayment pursuant to this Section 3.1(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, two Business Days') prior written notice to the Administrative Agent; and
(Civ) each voluntary prepayment in respect of Term Loans made pursuant to this Section 3.1(a) shall be applied to reduce the then remaining Scheduled Term Loan Repayments in a manner to be determined by the Borrower at the time that it delivers a (and as specified in the respective) notice of prepayment pursuant to this Section 3.1(a) (i.e., in direct order of maturity, in inverse order of maturity or pro rata based upon the then remaining principal amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto); however, if the Borrower fails to so specify the manner of application in any such notice, such voluntary partial prepayments prepayment shall be in an aggregate minimum reduce the then remaining Scheduled Term Loan Repayments of Term Loans on a pro rata basis (based upon the then remaining principal amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaideach such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto);.
(iib) Prior thereto, the Borrower shall, on each date when any reduction in day on which the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment sum of all Loans equal to (I) the excess, if any, of the aggregate, aggregate outstanding principal amount of all Revolving Loans over (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount at such time, prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Letter of Credit Commitment Amount at such time, the Borrower shall pay to the Administrative Agent on such day an amount of cash and/or Cash Equivalent Investments equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalent Investments to be held as so reduced; andsecurity for all Obligations of the Borrower to the Issuer and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent.
(iiic) Prior thereto, the Borrower shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans.
(b) Each prepayment of any Loans made , unless, pursuant to this Section shall be without premium or penalty9.3, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it only a portion of all Loans is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderso accelerated.
(d) If In addition to any other mandatory repayments pursuant to this Section 3.1, on each date set forth below (each, a “Scheduled Term Loan Repayment Date”), the Administrative Agent or any Lender is Borrower shall be required at any time to return repay that principal amount of Term Loans, to the Borrowerextent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Section 3.1(a) or to (g), a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.“Scheduled Term Loan Repayment”):
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon Advance on the Stated Maturity Date. Prior thereto, the Borrower:
(ia) maymay voluntarily prepay all or any portion of the aggregate outstanding Advances, from time to time on any Business Day, make a voluntary prepayment, either in whole or in part, together with the related Yield Maintenance Fee, from funds available for distribution to the Borrower pursuant to clause “Eleventh” of Section 5.2(b) and/or from funds available to the outstanding principal amount Borrower from any capital contribution or other source of any Loansfunding obtained by the Borrower that is not expressly prohibited by this Loan Agreement; PROVIDED that
(A) any provided, however, that no such prepayment shall be made PRO RATA among all Loans included in constitute the same Interest Period Notice, or if none, in the same Borrowingpayment of a Quarterly Principal Payment;
(Bb) all shall apply the Net Proceeds of any sales made pursuant to Section 2.7 to repay Advances by depositing such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to Net Proceeds into the Administrative Agent’s Account; and
(C) all provided, however, that no such voluntary partial prepayments prepayment shall constitute the payment of a Quarterly Principal Payment; provided, further, that such Net Proceeds shall first be applied to the payment of any applicable Yield Maintenance Fee, then interest accrued on the Advances, and then the repayment the Advances in an aggregate minimum amount the order of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)priority set forth herein;
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 10.2, repay all Loans.Advances and all other Obligations (including, without limitation, the Yield Maintenance Fee determined as of the date of acceleration);
(bd) Each prepayment shall, within thirty 30 days after (i) the number of Pledged Policies is less than or equal to two hundred and twenty-five (225), or (ii) the cumulative face amount of the Pledged Policies is less than or equal to $400,000,000, repay all the Advances and all other Obligations (including, without limitation, any Yield Maintenance Fee);
(e) shall, within thirty 30 days after the LTV exceeds 60% at any time on or after May 1, 2022, repay all the Advances and all other Obligations to the extent of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.such excess;
(cf) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent mayshall, in its addition to and not as substitution for any other payment of principal required hereunder, unless waived by the Required Lenders acting in their sole and absolute discretion, assume that as of the Borrower or Distribution Date following the Lenderlast day of each calendar quarter commencing with the calendar quarter ending March 31, as 2022, repay the case may be, has timely remitted such payment and may, principal amount of the Advances in its sole and absolute discretion and in reliance thereon, make available such payment an amount equal to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available fundsQuarterly Principal Payment; provided, then:
(i) if the Borrower failed to make such payment, each Lender that no additional Quarterly Principal Payment shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon be required in respect of each day from a calendar quarter in which Available Amounts are applied pursuant to Section 5.2(b) clause "Seventh" and/or "Ninth" and including Section 5.2(c) clause "Fifth" to pay the date Quarterly Principal Payment due and payable in respect of such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Ratecalendar quarter; and
(iig) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand each Distribution Date, repay the Advances and all other Obligations from Available Amounts in accordance with the Priority of the Administrative Agent, return its share Payments. All repayments of the amount to Advances and Quarterly Principal Payments shall be returned, plus interest thereon from the date made in inverse order of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Ratematurity.
Appears in 1 contract
Repayments and Prepayments. Borrower shall, on each Payment Date, unless otherwise consented to by the Lender in writing, make a mandatory repayment of the outstanding principal amount of, and accrued interest on, the Loans in the amount equal to the greater of (aA)(x) The Borrower’s Net Cash Flow during the most recent Interest Period ending on such Payment Date multiplied by (y) the Dedication Percentage in effect at the time and (B) the amount of the Scheduled Payment. If above (A) is greater than (B), the excess portion of (A) above (B) shall be treated as a prepayment. Borrower shall repay in full the unpaid outstanding principal amount of each Loan and outstanding interest on such Loans upon the Stated Maturity DateDate or such earlier date as may be applicable pursuant to Section 8.2. Prior thereto, the Borrower:
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) provided that any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments made pursuant to this Subsection 3.1(a) shall (i) require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') 30 days prior written notice to Lender, and (ii) if received by the Administrative AgentLender after the conclusion of the Draw Period, be subject to a prepayment fee equal to one half of one (0.5%) percent multiplied by the amount of such prepayment;
(b) shall, if requested by the Lender, on the date of any sale of all or a portion of the Subject Interests approved by Lender, make a mandatory prepayment of the outstanding principal amount of the Loans in the amount of either (i) the Net Sales Proceeds from such sale of the Subject Interests or (ii) a lesser amount determined by the Lender in its sole and absolute discretion;
(c) shall, if an Event of Default has occurred and is continuing, make a mandatory prepayment from the cash in the Collateral Account of the outstanding principal amount of the Loans in an amount equal to the amounts on deposit in the Collateral Account or such lesser amount requested by the Lender; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiid) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans Loan pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 8.2, repay all Loans.
(b) Each , unless only a portion of all Loans is so accelerated. Except as set forth above, each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required . All prepayments received by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent pursuant hereto shall be entitled to recover such corresponding amount applied immediately on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender first Business Day thereafter as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.follows:
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay will make payment in full the of all unpaid principal amount of each Loan upon the at its Stated Maturity DateDate (or such earlier date as such Loan may become or be declared due and payable pursuant to Article 7). Prior thereto, the Borrower:
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
provided, however, that (A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(Bi) all such voluntary prepayments shall be in a minimum amount of $100,000 and integral multiples of $100,000 (subject to the Borrower's right to prepay in full the entire unpaid principal amount of the Loans), (ii) such prepayment shall require at least three (3) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') Days prior written notice to the Administrative Agent; and, (iii) the Borrower pays to the Lenders any Prepayment Fee required to be paid pursuant to Section 3.3.2, and (iv) the Borrower may not voluntarily prepay the Expansion Loans if there are any Revolving Credit Loans outstanding (unless all outstanding Revolving Credit Loans are fully repaid simultaneously with a prepayment of the Expansion Loans);
(Ci) shall, on any Business Day on which the aggregate outstanding principal amount of all such voluntary partial prepayments shall be Expansion Loans plus the aggregate outstanding principal amount of all Revolving Credit Loans plus the then aggregate amount of Letter of Credit Obligations plus the aggregate undrawn face amount of Existing Letters of Credit exceeds the Borrowing Base, make a mandatory prepayment of the outstanding principal amount of Expansion Loans and Revolving Credit Loans in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 equal to such excess amount (or the remaining amount such prepayment to be applied first to all of the Revolving Credit Loans being prepaiduntil paid in full and then to Expansion Loans);
(ii) shall, on each date when any reduction in Business Day on which the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Expansion Loans over exceeds the Expansion Loan Commitment Amount as so reducedAmount, make a mandatory prepayment of the outstanding principal amount of the Expansion Loans in an amount equal to such excess amount; and
(iii) shall, immediately upon on any acceleration Business Day on which the aggregate outstanding principal amount of all Revolving Credit Loans plus the then aggregate amount of Letter of Credit Obligations plus the aggregate undrawn face amount of Existing Letters of Credit exceeds the Revolving Credit Commitment Amount, make a mandatory prepayment of the Stated Maturity Date outstanding principal amount of the Revolving Credit Loans in an amount equal to such excess amount;
(c) shall, concurrently with receipt by the Borrower or any Subsidiary or the Agent of any condemnation awards with respect to any Loss, make a mandatory prepayment of the Loans pursuant in an amount equal to SECTION 8.2 such condemnation awards;
(d) shall, within 180 days after receipt by the Borrower or 8.3 any Subsidiary or the mandatory repayment Agent of any insurance proceeds with respect to any Loss resulting from a casualty, make a mandatory prepayment of the Loans pursuant in an amount by which such insurance proceeds exceed the actual cost incurred by the Borrower or such Subsidiary to SECTION 9.2, repay all Loans.repair or replace the property or asset which was the subject of the Loss or deemed Loss giving rise to such insurance proceeds;
(be) Each shall, within 180 days after receipt by the Borrower or any Subsidiary or the Agent of any insurance proceeds with respect to any Loss resulting from a liability, make a mandatory prepayment of the Loans in an amount by which such insurance proceeds exceed the amount of the liability to be satisfied with such proceeds (to the extent such liability is so satisfied); and
(f) shall prepay the entire outstanding principal amount of the Loans together with accrued and unpaid interest and all of the outstanding Obligations hereunder upon the occurrence of a Change in Control. Unless expressly set forth to the contrary in this Section 3.3.1 or elsewhere in the Agreement, any Loans payments required to be made by the Borrower pursuant to this Section 3.3.1 shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless applied to principal in the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, thenfollowing order:
(i) if the Borrower failed to make such paymentfirst, each Lender shall forthwith on demand repay to the Administrative Agent the amount payment in full of such assumed payment made available to such Lenderall outstanding Revolving Credit Loans; and (ii)second, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lenderpayment in full of all outstanding Expansion Loans. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderSECTION 3.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity Date. .
(a) Prior thereto, the Borrower
(i) any Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in partpart without penalty or premium, of the outstanding principal amount of any Loans; PROVIDED provided, however, that
(Ai) any such prepayment shall be made PRO RATA among all to the Agent and shall be applied to Loans included in as the prepaying Borrower may specify and on a pro rata basis to the accounts of Loans of the same Rate Option and having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(Bii) no such prepayment of any Eurocurrency Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative AgentAgent which notice shall be irrevocable once given; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount Dollar Amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or the remaining amount 100,000 units of the Loans being prepaid)Available Currency;
(iib) In addition, the Borrowers shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION Section 2.2, make a mandatory prepayment of all outstanding Loans to the Agent equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans aggregate Outstandings over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.;
(c) Unless In addition, the Borrower Borrowers shall, on each Determination Date for any Borrowing of Eurocurrency Loans on which the Dollar Amount of the Outstandings of the Borrowers exceed (as the result of fluctuations in applicable foreign exchange rates or any Lender has notified otherwise) the Administrative Agent prior then Commitment Amount, make a mandatory repayment to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, of Loans outstanding in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum an aggregate Dollar Amount equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.excess of
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall shall, and hereby unconditionally promises to, repay in full the unpaid principal amount of each Loan upon Amount and all other Obligations (excluding contingent Obligations not then due) on the Stated Final Maturity Date. Prior theretoThe Borrower:
(a) shall, without requiring the prior consent of the Lenders, the BorrowerCollateral Agent or the Administrative Agent, on, or prior to, the second (2nd) Business Day following the date on which a Responsible Officer of the Borrower has obtained knowledge of or written notice that the Loan Amount exceeds the Permitted Loan Balance, prepay the Loan Amount so that after giving effect to such prepayment, the Loan Amount does not exceed the Permitted Loan Balance; provided, that the Borrower shall at such time also pay in full all accrued interest on the portion of the Loan Amount so prepaid together with the Make-Whole Amount or Repayment Premium, as applicable, specified in clause (d) below;
(ib) may, from time to time on any Business Daytime, make a voluntary prepayment, prepay the Loan Amount in whole or in part, part (subject to Section 4.03) upon two (2) Business Days’ prior written notice (which notice may be conditional upon the closing of another transaction) of the outstanding principal amount of any Loansproposed prepayment date to the Administrative Agent; PROVIDED that
provided that (Ai) any such prepayment shall be made PRO RATA among in a principal amount equal to or greater than $1,000,000 and (ii) the Borrower shall pay in full all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made accrued interest on the last day portion of an Interest Period for such Loansthe Loan Amount so prepaid together with the Make-Whole Amount or Repayment Premium, two Business Days'as applicable, specified in clause (d) prior written notice to the Administrative Agentbelow; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iic) shall, on each date when any reduction in without requiring the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, prior consent of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such paymentLenders, the Administrative Collateral Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, on, or prior to, the second (A2nd) from such Lender at a rate per annum equal to Business Day following the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights date on which the Administrative Agent or Borrower has received Net Proceeds of any Receivables sold as permitted pursuant to Section 7.03(a), apply such Net Proceeds to prepay the Loan Amount; provided that the Borrower may have against any Lender shall at such time also pay in full all accrued interest on the portion of the Loan so prepaid together with the Make-Whole Amount or Repayment Premium, as a result of any default by such Lender hereunderapplicable, specified in clause (d) below.
(d) If In the Administrative Agent event that the Borrower makes any voluntary or any Lender is required at any time to return to the Borrower, mandatory prepayment of all or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of the outstanding Loan Amount pursuant to clauses (a), (b) or (c) of this Section 2.03 (a “Prepayment Event”), the Borrower shall pay, (i) if such Prepayment Event occurs prior to the date that is 12 months after the Closing Date, an amount equal to the sum of (x) the amount of interest which would have accrued on the outstanding Loan Amount (assuming the payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share maximum allowable amount of PIK Interest thereon) subject to the amount to be returned, plus interest thereon Prepayment Event from the date of prepayment through the date that is 12 months after the Closing Date had such demand Loan remained outstanding and had been repaid on such date plus (y) the Repayment Premium that would be paid on the 12 month anniversary (4.00%), such amount to be calculated by the Administrative Agent and such calculation to be conclusive absent demonstrable error (the “Make-Whole Amount”); (ii) if such Prepayment Event occurs on or after the 12-month anniversary of the Closing Date but prior to the date such payment that is made at 24 months after the Closing Date, a rate per annum prepayment premium equal to 4.00% of the daily Federal Funds Rateoutstanding Loan Amount subject to the Prepayment Event; (iii) if such Prepayment Event occurs on or after the 24-month anniversary of the Closing Date but prior to the date that is 36 months after the Closing Date, a prepayment premium equal to 3.00% of the outstanding Loan Amount subject to the Prepayment Event; (iv) if such Prepayment Event occurs on or after the 36-month anniversary of the Closing Date but prior to the date that is 48 months after the Closing Date, a prepayment premium equal to 2.00% of the outstanding Loan Amount subject to the Prepayment Event; and (v) if such Prepayment Event occurs on or after the 48-month anniversary of the Closing Date, a prepayment premium equal to 1.00% of the outstanding Loan Amount subject to the Prepayment Event (such amounts described in clauses (ii), (iii), (iv) and (v) are herein referred to as the “Repayment Premium”). The Borrower shall inform the Administrative Agent promptly, in writing, upon the discovery of any event that gave rise to a prepayment obligation pursuant to this Section 2.03. The Borrower shall notify the Administrative Agent by 1:00 p.m. (New York City time), two (2) Business Days prior to any prepayment under this Section 2.03.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity Date. Prior thereto, the Borrowerpayments and prepayments of Loans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any first, the Delayed Draw Term A-1 Loans; PROVIDED , second, the Delayed Draw Term B-1 Loans and thereafter the Delayed Draw Term A Loans, provided, however, that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(Bi) all such voluntary prepayments shall require at least three one (1) but no more than five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative Agent; and
(Cii) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 3,000,000 and a an integral multiple of $1,000,000 (or and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment $3,000,000 and an integral multiple of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans$1,000,000.
(b) Each prepayment The Borrowers shall make mandatory prepayments of any Loans made principal (the “Mandatory Prepayments”) pursuant to this Section 2.2 in an amount equal to the Excess Available Cash set forth in the report to the Administrative Agent and the Prepetition Agent pursuant to clause (e) of Section 8.1.1, which shall be without premium applied in accordance with Section 3.1.2; provided, however, amounts shall be applied to Delayed Draw Term B-1 Loans prior to any Delayed Draw Term A-1 Loans and thereafter, at the Borrowers’ option, to the Delayed Draw Term A Loans or penaltythe Revolving Loans, except as but no amount paid or prepaid with respect to the Delayed Draw Term B-1 Loans, the Delayed Draw Term A-1 Loans, the Delayed Draw Term A Loans or the Revolving Loans may be required by SECTION 4.4reborrowed. Each Mandatory Prepayment set forth in the immediately preceding sentence shall be paid to the Administrative Agent and applied in accordance with this Agreement. The portion of the Mandatory Prepayments allocable to the Delayed Draw Term B-1 Loans, the Delayed Draw Term A-1 Loans, the Delayed Draw Term A Loans or the Revolving Loans will be applied pro rata among the outstanding principal balances thereof based on the aggregate principal amount of the Delayed Draw Term B-1 Loans, the Delayed Draw Term A-1 Loans, the Delayed Draw Term A Loans or the Revolving Loans then outstanding. If, after giving effect to such Mandatory Prepayments, the outstanding principal balances of the Delayed Draw Term B-1 Loans, the Delayed Draw Term A-1 Loans, the Delayed Draw Term A Loans and the Revolving Loans have been reduced to zero, the unapplied portion thereof shall be applied to the outstanding Prepetition Loans in accordance with the terms of the Prepetition Credit Agreement.
(c) Unless In addition to the Borrower Mandatory Prepayments, the entire outstanding principal balance of all Loans shall become immediately due and payable (and any outstanding Letters of Credit shall be cash collateralized as contemplated by Section 2.6.4) and the obligation of any Revolving Lender to make a Revolving Loan (other than pursuant to Section 2.6.2) or any Delayed Draw Term Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
a Delayed Draw Term Loan shall automatically terminate upon (i) if a sale, transfer or conveyance of all or a portion of the Borrower failed to make such paymentTemporary Casino Complex, each Lender shall forthwith on demand repay to the Administrative Agent Surplus Parcels (unless permitted under Section 8.2.12), the amount of such assumed payment made available to such LenderTrappers Alley Parcel, together with interest thereon in respect of each day from and including the date such amount was made available by Development Parcels (unless permitted under Section 8.2.12) or the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
Permanent Casino Complex, (ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion occurrence of a payment made by Change of Control or (iii) the Borrower, each Lender shall, on demand occurrence of the Administrative Agent, return its share an Event of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateDefault under Section 9.1.9.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (New Greektown Holdco LLC)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Loans on the Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoans shall be made as set forth below.
(ia) mayThe Borrower shall have the right, with at least three Business Days’ notice to the Lender, at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentunpaid principal amount of the Loans, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment Within three Business Days of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required receipt by SECTION 4.4.
(c) Unless the Borrower or any Subsidiary of any (i) Net Casualty Proceeds or (ii) Net Asset Sales Proceeds, the Borrower shall notify the Lender has notified thereof. If requested by the Administrative Agent prior Lender, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to 100% of such proceeds (or such lesser amount as the Lender may specify on the date of such request), to be applied as set forth in Section 3.3 and in Section 3.7; provided that if the Borrower shall deliver to the date any payment Lender within the time period required for the notice pursuant to be made by it is due, that it does not intend the first sentence of this paragraph a certificate of an Authorized Officer to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume effect that the Borrower and its Subsidiaries intend to apply the Net Casualty Proceeds or the LenderNet Asset Sale Proceeds, as the case may be, has timely remitted from such payment and mayevent, within twelve (12) months after receipt of such Net Casualty Proceeds or Net Asset Sale Proceeds, to replace or repair the assets that were subject of the Disposition or Casualty Event, as the case may be, with substantially similar replacement or repaired assets, then no prepayment shall be required pursuant to this clause (b) in its sole and absolute discretion and in reliance thereon, make available respect of such payment event except to the Person entitled thereto. If extent any Net Casualty Proceeds or Net Asset Sale Proceeds therefrom that have not been so applied within twelve (12) months (or in the case of a binding commitment made in respect of an application within such payment was not twelve (12) months, eighteen (18) months) after receipt of such Net Casualty Proceeds or Net Asset Sale Proceeds, at which time a prepayment shall be required in fact remitted an amount equal to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does Net Casualty Proceeds or Net Asset Sale Proceeds that have not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderbeen so applied.
(dc) If The Borrower shall repay the Administrative Agent Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 9.2 or any Lender is required at any time Section 9.3, unless, pursuant to return to the BorrowerSection 9.3, or to only a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of Loans is so accelerated (in which case the Administrative Agent, return its share of the amount to portion so accelerated shall be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rateso repaid).
Appears in 1 contract
Samples: Credit Agreement (Natera, Inc.)
Repayments and Prepayments. (a) The Borrower Borrowers shall repay in full the entire unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor; provided, that notwithstanding anything contained in this Agreement or any Loan Document to the contrary, each Foreign Borrower and Authentic Fitness (HK) shall only be obligated to repay the principal amount of the Loans made to it and Reimbursement Obligations in respect of Letters of Credit issued for its account. Prior theretothereto (and subject to Section 2.1.1), the each Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Noticeprovided, or if nonehowever, in the same Borrowing;
(B) that all such voluntary prepayments shall require at least three one Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') Day's prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant effective (which reduction shall be subject to SECTION Section 2.2), make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings or, as applicable, Acceptance Obligations, in each case not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings and, as applicable, Acceptance Obligations) equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans Loans, together with the aggregate amount of all Letter of Credit Outstandings and, as applicable, Acceptance Obligations over the Commitment Amount as so reduced;
(c) shall, if upon any Reset Date, the sum of the outstanding principal amount of all Loans plus the amount of all Acceptance Obligations plus all Letter of Credit Outstandings exceeds the then existing Commitment Amount, make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings or, as applicable, Acceptance Obligations, in each case not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings and, as applicable, Acceptance Obligations) in an amount equal to such excess; and
(iiid) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans Obligations pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans.
(b) Obligations, unless, pursuant to Section 9.3, only a portion of all Obligations is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled theretoSection 5.4. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount No voluntary prepayment of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result principal of any default by such Lender hereunderLoans shall cause a reduction in the Commitment Amount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan, and each Loan shall mature and be due and payable, upon the Stated Maturity DateDate applicable thereto. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED provided, however, that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included in accordance with the same Interest Period Notice, or if none, in the same Borrowingprovisions of Section 5.7;
(Bii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three (3) but no more than five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative AgentAgent (which notice is irrevocable) stating the date and amount of such prepayment; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)50,000;
(iib) shall, on each date when any reduction in the any Commitment Amount shall become effective, including pursuant to SECTION Section 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the case may be) by the Lenders to the payment of all the aggregate unpaid principal amount of those Loans then outstanding) equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans over the such Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.;
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, shall make prepayments as specified in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.Section 3.1.2;
(d) If shall make a prepayment on each Monthly Payment Date to be applied toward repayment of the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made outstanding Loans in an amount equal to: (x) all revenues received by the BorrowerBorrower during such month in respect of the ownership or operation of the Mortgaged Properties, each Lender including revenue from the sale of Hydrocarbons, minus (y) all expenses that have been approved in the Approved Capital and Operating Budget and that have been incurred and paid by the Borrower during such month;
(e) [Reserved.];
(f) [Reserved.];
(g) shall, on demand the Stated Maturity Date, pay an amount necessary to repay in full the entire, outstanding principal amount of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.Loans; and
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay each Loan in full twenty-four equal semi-annual installments on the unpaid principal amount last day of each Loan upon Interest Period with respect to such Loan, as set forth on Schedule II hereto. For the Stated Maturity Dateavoidance of doubt, should the Borrower prepay and subsequently reborrow Loans of any Tranche pursuant to Section 3.7 hereof, then the Borrower shall (i) continue to repay any Loans of any Tranche not so prepaid pursuant to the immediately preceding sentence based on the Interest Periods measured from the initial Closing Date and (ii)repay Loans of any Tranche that is prepaid and subsequently reborrowed pursuant to Section 3.7, in twenty-four equal semi-annual installments on the last day of each Interest Period measured from the Closing Date for such prepaid and reborrowed Loans, as set forth on Schedule II hereto. Prior theretoIn addition, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any the Loans; PROVIDED provided that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included (determined using the Equivalent in Dollars of any portion of the same Interest Period NoticeLoans that are denominated in Euro) and applied in forward order of maturity, inverse order of maturity or if noneratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; provided that at any time, the Borrower may prepay in full the same BorrowingTranche B Loans (without prepaying any Tranche A Loans) so long as such Tranche B Loans have been substantially contemporaneously refinanced with loans made by one or more Lenders or one or more Eligible Assignees that become party to this Agreement as Lenders by execution of and delivery to the Borrower and the Administrative Agent of (x) counterparts of this Agreement or (y) an assignment in accordance with Section 12.11.1 (any such loans being “Tranche B Loans” and having the identical terms as the Tranche B Loans so prepaid, other than the rate of interest and tenor applicable to such loans, which rate of interest and tenor shall be as agreed NYDOCS02/877859.5 17 between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Closing Date of the Tranche B Loans);
(Bii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii) such voluntary prepayment shall require three Business Days' (or, Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice with respect to the Administrative AgentLoans being so prepaid and there is only one Interest Period applicable to all of the Loans; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or, in the case of the portion of the Loan denominated in Euro, the Equivalent in Euro) (or the remaining amount of the Loans being prepaid);; and
(iib) shall, on the last day of the Interest Period on or about the sixth anniversary of the Closing Date with respect to the Tranche B Loans, repay all or a portion of the Loans made by any Tranche B Lender that has given notice not less than the date which is six months plus five (5) Business Days prior to such anniversary date to the Administrative Agent and the Borrower of its election to be repaid on such date, specifying the amount of such Loans that are required to be repaid (it being understood and agreed that each date when any reduction Tranche B Lender may elect to give such notice in the Commitment Amount its sole discretion); provided that no such Loan (or portion thereof) shall become effective, including be required to be repaid pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal this Section 3.1(b) to the excessextent (x) such Loan (or portion thereof) has been assigned in accordance with Section 4.8 or (y) such Lender has agreed subsequently in writing not to be so repaid, if anyin each case, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; andprior to such anniversary date.
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any the Loans pursuant to SECTION Section 9.2, repay all Loans.
(b) . Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole Section 4.4 and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available accompanied by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderaccrued interest.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Term Loans on the Maturity Date. Prior thereto, payments and prepayments of the BorrowerTerm Loans shall be made as set forth below.
(i) mayBorrower shall have the right, with at least three Business Days’ written notice to the Agent (which may be by email), at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentunpaid principal amount of the Term Loans, in whole or in part.
(ii) Within three Business Days of receipt by Borrower or any Subsidiary of any Net Cash Proceeds from a Casualty Event or an Asset Disposition (other than any Permitted Asset Disposition), Borrower shall notify the Agent and Lenders thereof. If requested by the Required Lenders by written notice to the Borrower and the Agent (with such request to come within ten Business Days of receipt of the notice to the Required Lenders from the Borrower), Borrower shall within three Business Days of such request make a mandatory prepayment of the Term Loans, in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event or Asset Disposition (or such lesser amount as the Required Lenders may specify on the date of such request), to be applied as set forth in Section 2.5; provided, that if (a) prior to the date on which a prepayment is required to be made hereunder, Borrower notifies the Agent and the Required Lenders of its intention to reinvest the Net Cash Proceeds from such Casualty Event or Asset Disposition in assets (which, for the avoidance of doubt, shall not include inventory or other current assets, unless such assets were the type subject to the applicable Casualty Event or Asset Disposition) used or useful in the business of Borrower or any Subsidiary then, so long as no Event of Default then exists, Borrower shall not be required to make a prepayment hereunder to the extent that such Net Cash Proceeds from such Casualty Event or Asset Disposition are so reinvested (or committed to be reinvested pursuant to a binding agreement) within 180 days following receipt thereof (and, in the case of any such commitment to reinvest, are actually reinvested within 180 days following the expiration of such initial 180 day period), and (b) if any Net Cash Proceeds from such Casualty Event or Asset Disposition, as applicable, previously designated for reinvestment have not been so reinvested (or committed to be reinvested) prior to the expiration of the applicable period described in the foregoing clause (a), Borrower shall promptly make a prepayment of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as that are not so reduced; andreinvested.
(iii) shallImmediately upon receipt by Borrower or any of its Subsidiaries of proceeds from any incurrence of Debt other than Permitted Debt, Borrower shall notify the Agent in writing thereof and prepay the Term Loans and the other Obligations owing under the Financing Documents at such time in an amount equal to 100% of the Net Cash Proceeds received.
(iv) Borrower shall repay the Term Loans in full immediately upon any acceleration of the Stated Maturity Date of any Loans thereof pursuant to SECTION 8.2 Section 10.2 or 8.3 or the mandatory repayment of any Loans Section 10.3, unless, pursuant to SECTION 9.2Section 10.3, repay all Loans.
only a portion of the Term Loans is so accelerated (b) Each prepayment of any Loans made pursuant to this Section in which case the portion so accelerated shall be without premium or penalty, except as may be required by SECTION 4.4so repaid).
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (Alphatec Holdings, Inc.)
Repayments and Prepayments. (a) The Each Borrower shall repay in full the unpaid principal amount of each Loan made to it upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) each Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED PROVIDED, HOWEVER, that
(Ai) any such prepayment of a Loan (other than a Bid Loan or a Swingline Loan) shall be made PRO RATA among all Loans included in of the same Type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(Bii) any such prepayment of any Loan (other than a Base Rate Committed Loan or a Swingline Loan based on the Alternate Base Rate) made on any day other than the last day of the Interest Period for such Loan shall be subject to such Borrower's obligation to make payment, if requested by any Lender, of an additional amount equal to the amount due under SECTION 5.4 incurred as a result of such prepayment being so made at such time;
(iii) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice (except in the case of Base Rate Committed Loans and Swingline Loans based upon the Alternate Base Rate which shall require one Business Day's prior written notice) to the Administrative Agent; andAgent and such notice of prepayment shall be irrevocable and shall specify (i) the date and amount of such prepayment, and (ii) whether such payment is of Base Rate Committed Loans, Eurodollar Committed Loans or Swingline Loans, or any combination thereof;
(Civ) all such voluntary partial prepayments (A) in the case of Loans other than Swingline Loans, shall be in an aggregate minimum amount of $10,000,000 5,000,000 (or if less, the aggregate outstanding amount of all Loans) and a an integral multiple of $1,000,000 1,000,000, and (B) in the case of Swingline Loans, shall be in an aggregate minimum amount of $250,000 (or if less, the remaining aggregate outstanding amount of the Loans being prepaid);such Swingline Loan) and an integral multiple of $100,000; and
(iiv) notwithstanding the terms of SECTION 5.4(a), Bid Loans may not be voluntarily prepaid.
(b) the Revolving Borrower shall, on each date when any reduction in the Revolving Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment (which shall be applied (or held for application and bear interest at the rate applicable under SECTION 4.7) as the case may be, by the Lenders first to the payment of all the aggregate unpaid principal amount of those Revolving Loans then outstanding, and then to the payment of the then outstanding Letter of Credit Outstandings) equal to the excess, if any, of the aggregate, outstanding principal amount of all Revolving Loans and Letter of Credit Outstandings over the Revolving Commitment Amount as so reduced; and;
(iiic) each Borrower shall, immediately upon any acceleration of the Stated Maturity Date of any Revolving Loans or Term Loans pursuant to SECTION 8.2 9.2 or 8.3 or the mandatory repayment of any Loans SECTION 9.3, repay all such Loans, unless, pursuant to SECTION 9.29.3, repay only a portion of all Loans.such Loans is so accelerated;
(bd) Each the Revolving Borrower shall make a mandatory prepayment of any Swingline Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum if following any reduction of the Swingline Commitment pursuant to SUBSECTION 2.
2.1 the aggregate outstanding principal amount of Swingline Loans would exceed the Swingline Commitment as reduced, on the reduction date in an amount equal to the daily Federal Funds Rateexcess of the Swingline Loans over the Swingline Commitment, and (B) from so that for at least one Business Day during each successive two calendar week period the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein aggregate principal amount of Swingline Loans shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights $0 (a "SWINGLINE CLEAN-UP DAY"), the Revolving Borrower shall prepay on the Swingline Clean-Up Day the outstanding principal amount of the Swingline Loans (which the Administrative Agent or the Borrower Swingline Loans may have against any Lender as a result of any default by not be reborrowed until such Lender hereunder.Swingline Clean-Up Day has ended); and
(de) If shall repay each Bid Loan on the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand last day of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Raterelevant Interest Period.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower Borrowers shall repay in full the entire unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor; provided, that notwithstanding anything contained in this Agreement or any Loan Document to the contrary, the Foreign Borrower shall only be obligated to repay the principal amount of the Loans made to it and Reimbursement Obligations in respect of Letters of Credit issued for its account. Prior theretothereto (and subject to Section 2.1.1), the each Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Noticeprovided, or if nonehowever, in the same Borrowing;
(B) that all such voluntary prepayments shall require at least three one Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') Day's prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant effective (which reduction shall be subject to SECTION Section 2.2), make a mandatory prepayment (which shall be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then Letter of Credit Outstandings) equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans Loans, together with the aggregate amount of all Letter of Credit Outstandings over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans Obligations pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans.
(b) Obligations, unless, pursuant to Section 9.3, only a portion of all Obligations is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled theretoSection 5.4. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount No voluntary prepayment of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result principal of any default by such Lender hereunderLoans shall cause a reduction in the Commitment Amount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity Commitment Termination Date. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED provided, however, that
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included in of the same type and, if applicable, having the same Interest Period NoticePeriod, or if none, in the same Borrowingof all Lenders;
(Bii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan, unless the Borrower also pays all losses and expenses (for which the Borrower has received written notice, including calculations in reasonable detail) as a result of such prepayment as provided in Section 5.4;
(iii) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);2,000,000; and
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the case may be) by the Lenders to the payment of all the aggregate unpaid principal amount of those Loans then outstanding in an amount equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiic) shall, if the Borrower, the Trusts of any of its or their Subsidiaries raises capital through the issuance of any type of equity or issues any subordinated unsecured debt or senior unsecured debt (including any trust preferred securities or other convertible instrument) otherwise permitted by this Agreement, make a mandatory prepayment of all Loans in an amount equal to the Net Equity Proceeds (in the case of any issuance of equity) or the proceeds of such issuance, net of usual and customary fees and expenses (in the case of any issuance of debt); and
(d) shall, immediately upon any acceleration of the Stated Maturity Commitment Termination Date of any Loans pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 9.3, repay all Loans.
(b) , unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower Section 5.4. Each mandatory or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount voluntary prepayment of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result principal of any default by such Lender hereunderLoans shall cause a reduction in the Commitment Amount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor. Prior thereto, the BorrowerBorrower or Aegis (as the case may be)
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any any
(i) Revolving Loans; PROVIDED , provided, however, that
(A) any such prepayment of Revolving Loans shall be made PRO RATA pro rata among the Revolving Loans of all Loans included in the same Interest Period Notice, or if none, in the same BorrowingLenders that have made such Revolving Loans;
(B) [INTENTIONALLY OMITTED];
(C) all such voluntary prepayments shall require at least three one but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative Agent; and
(CD) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 250,000 and a an integral multiple of $1,000,000 50,000; or
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m., New York time, on the remaining amount day of the Loans being prepaidsuch prepayment (such notice to be confirmed in writing within 24 hours thereafter);
(iib) shall, on each date when any reduction in the Commitment then existing Borrowing Base Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment of all Revolving Loans and (if necessary) Swing Line Loans and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings, in an aggregate amount equal to the excess, if any, of the aggregate, outstanding principal amount of all Revolving Loans, Swing Line Loans and Letter of Credit Outstandings over the then existing Borrowing Base Amount, to be applied as set forth in Section 3.1.2;
(c) shall, concurrently with the receipt by Aegis or any of its Subsidiaries of any Net Equity Proceeds, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and no later than 5 Business Days following the delivery of such calculation, make a mandatory reduction to the Revolving Loan Commitment Amount and make prepayment of the Loans, in each case in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2;
(d) shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, including pursuant to Section 2.2 or Section 3.1.2, make a mandatory prepayment of Revolving Loans and (if necessary) Swing Line Loans, and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings) in an aggregate amount equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and Letters of Credit Outstanding over the Revolving Loan Commitment Amount as so reduced; and
(iiie) shall, immediately upon at any acceleration time the aggregate amount of cash, available funds and Cash Equivalent Investments in the deposit accounts (other than the Payroll Accounts) and securities accounts (within the meaning of Article 8 of the Stated Maturity Date U.C.C.) of Aegis and its Subsidiaries exceeds $1,500,000 for any two consecutive Business Days, make a mandatory prepayment of Revolving Loans pursuant to SECTION 8.2 or 8.3 or in the mandatory repayment amount of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) such excess. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan made to the Borrower upon the applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as set forth below.
(ia) may, from From time to time on any Business DayDay either (x) after the repayment in full of the First Lien Term Loans or (y) as otherwise may be permitted by the terms of the First Lien Credit Agreement, and subject to grid set forth below in this Section 3.1.1
(a) (the “Prepayment Premium Grid”), the Borrower may make a voluntary prepayment, in whole prior to the first anniversary of the Closing Date or in partwhole or in part any time thereafter, of the outstanding principal amount of any the Loans; PROVIDED that
provided that (A) any such prepayment of the Loans shall be made PRO RATA pro rata among all Loans included in of the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowing;
of all Lenders that have made such (B) all such voluntary prepayments shall require at least three one but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative Agent; and
and (C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 2,500,000 and a an integral multiple of $1,000,000 (or 1,000,000; provided further that, the remaining amount Borrower shall have paid the following prepayment premium in connection with any such voluntary prepayment, including, without limitation, any refinancing of the Loans being prepaid);Loans: Prior to the first anniversary of the Closing Date No prepayment allowed unless a Material Transaction has occurred, in which case, 3% On or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date 2% On or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date 1% On or after the third anniversary of the Closing Date 0%
(iib) shall, The Loans shall be repaid on each date when any reduction the Stated Maturity Date in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans an amount equal to the excess, if any, of the aggregate, outstanding aggregate principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest outstanding on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderdate.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Loans on the Maturity Date. Prior thereto, payments and prepayments of the BorrowerLoans shall be made as set forth below.
(ia) mayThe Borrower shall have the right, with at least three Business Days’ notice to the Lender, at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentunpaid principal amount of the Loans, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(B) all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment Within three Business Days of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required receipt by SECTION 4.4.
(c) Unless the Borrower or any Subsidiary of any (i) Net Casualty Proceeds or (ii) Net Asset Sales Proceeds, the Borrower shall notify the Lender has notified thereof. If requested by the Administrative Agent prior Lender, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to [*] of such proceeds (or such lesser amount as the Lender may specify on the date of such request), to be applied as set forth in Section 3.3 and in Section 3.7; provided that if the Borrower shall deliver to the date any payment Lender within the time period required for the notice pursuant to be made by it is due, that it does not intend the first sentence of this paragraph a certificate of an Authorized Officer to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume effect that the Borrower and its Subsidiaries intend to apply the Net Casualty Proceeds or the LenderNet Asset Sale Proceeds, as the case may be, has timely remitted from such payment and mayevent, within [*] after receipt of such Net Casualty Proceeds or Net Asset Sale Proceeds, to replace or repair the assets that were subject of the Disposition or Casualty Event, as the case may be, with substantially similar replacement or repaired assets, then no prepayment shall be required pursuant to this clause (b) in its sole and absolute discretion and in reliance thereon, make available respect of such payment event except to the Person entitled thereto. If extent any Net Casualty Proceeds or Net Asset Sale Proceeds therefrom that have not been so applied within [*] (or in the case of a binding commitment made in respect of an application within such payment was not [*]) after receipt of such Net Casualty Proceeds or Net Asset Sale Proceeds, at which time a prepayment shall be required in fact remitted an amount equal to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does Net Casualty Proceeds or Net Asset Sale Proceeds that have not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderbeen so applied.
(dc) If The Borrower shall repay the Administrative Agent Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 9.2 or any Lender is required at any time Section 9.3, unless, pursuant to return to the BorrowerSection 9.3, or to only a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of Loans is so accelerated (in which case the Administrative Agent, return its share of the amount to portion so accelerated shall be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rateso repaid).
Appears in 1 contract
Samples: Credit Agreement (Natera, Inc.)
Repayments and Prepayments. (a) The SP1 Borrower and WWI shall repay in full the unpaid principal amount of each Loan and Additional TLC, as applicable, upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower,
(ia) any Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any any
(i) Loan (other than Swing Line Loans; PROVIDED ) or Additional TLC, provided, however, that
(A) any such prepayment of the Term Loans, Designated New Term Loans or Additional TLCs shall be made PRO RATA pro rata among all such Term Loans, or Designated New Term Loans included in or Additional TLCs of the same type and if applicable, having the same Interest Period Noticeas all Lenders that have made such Term Loans, or if noneDesignated New Term Loans or Additional TLCs, in and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same Borrowingtype and, if applicable, having the same Interest Period as all Lenders that have made such Revolving Loans;
(B) the Borrowers shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') ’ prior written notice to the Administrative Agent; and
(CD) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans or Additional TLCs bearing interest with reference to the LIBO Rate, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (500,000 and, in the case of Base Rate Loans or Additional TLCs bearing interest with reference to the remaining Base Rate, in an aggregate minimum amount of $500,000 and an integral multiple thereof; or
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Loans being prepaidSwing Line Lender on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter);
(b) the SP1 Borrower and WWI, as the case may be, shall no later than one Business Day following the receipt by WWI or any of its Subsidiaries of any Net Disposition Proceeds, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and, subject to the following proviso, make a mandatory prepayment of the Term Loans and Additional TLCs in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that, at the option of WWI and so long as no Default shall have occurred and be continuing, WWI may use or cause the appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets useful in the business of WWI and its Subsidiaries or to purchase a majority controlling interest in a Person owning such assets or to increase any such controlling interest already maintained by it; provided, that if such Net Disposition Proceeds arise from or are related to a Disposition of assets of a Guarantor then any such reinvestment must either be made by or in a Guarantor or a Person which upon the making of such reinvestment becomes a Guarantor (with such assets or interests collectively referred to as “Qualified Assets”) within 365 days after the consummation (and with the Net Disposition Proceeds) of such sale, conveyance or disposition, and in the event WWI elects to exercise its right to purchase Qualified Assets with the Net Disposition Proceeds pursuant to this clause, WWI shall deliver a certificate of an Authorized Officer of WWI to the Administrative Agent within 30 days following the receipt of Net Disposition Proceeds setting forth the amount of the Net Disposition Proceeds which WWI expects to use to purchase Qualified Assets during such 365 day period; provided further, that WWI and its Subsidiaries shall only be permitted to reinvest Net Disposition Proceeds in Qualified Assets to the extent permitted by Section 7.2.5 over the term of this Agreement. If and to the extent that WWI has elected to reinvest Net Disposition Proceeds as permitted above, then on the date which is 365 days (in the case of clause (b)(i) below) and 370 days (in the case of clause (b)(ii) below) after the relevant sale, conveyance or disposition, WWI shall (i) deliver a certificate of an Authorized Officer of WWI to the Administrative Agent certifying as to the amount and use of such Net Disposition Proceeds actually used to purchase Qualified Assets and (ii) deliver to the Administrative Agent, for application in accordance with this clause and Section 3.1.2, an amount equal to the remaining unused Net Disposition Proceeds;
(c) [INTENTIONALLY OMITTED];
(d) [INTENTIONALLY OMITTED];
(e) WWI shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, including pursuant to SECTION 2.2Section 2.2 or Section 3.1.2, make a mandatory prepayment of all Revolving Loans and (if necessary) Swing Line Loans, and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings) in an aggregate amount equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and Letters of Credit Outstanding over the Revolving Loan Commitment Amount as so reduced; and;
(iiif) WWI shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable: 09/30/03 through (and including) 09/30/04 $2,808,418.73 10/01/04 through (and including) Stated Maturity Date $3,978,593.17, or one-quarter of the then outstanding principal amount of all Term A Loans, if different (with the remaining amount due in full on the Stated Maturity Date for Term A Loans); provided, that each remaining amortization amount of Term A Loans occurring after the date of the making of a Designated Additional Term A Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term A Loan.
(g) WWI shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Additional Term B Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable: 01/01/09 through (and including) Stated Maturity Date $90,448,580.63, or one-quarter of the then outstanding principal amount of all Additional Term B Loans, if different (with the remaining amount due in full on the Stated Maturity Date for Additional Term B Loans); provided, that each remaining amortization amount of Additional Term B Loans occurring after the date of the making of a Designated Additional Term B Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term B Loan;
(h) the SP1 Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Additional TLCs in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable (as such amounts may have otherwise been reduced pursuant to this Agreement): 01/01/09 through (and including) Stated Maturity Date $11,611,419.36, or one-quarter of the then outstanding principal amount of all Additional TLCs, if different (with the remaining amount due in full on the Stated Maturity Date for Additional TLCs);
(i) the SP1 Borrower and WWI, as the case may be, shall, immediately upon any acceleration of the Stated Maturity Date of any Loans or Obligations pursuant to SECTION 8.2 Section 9.2 or 8.3 Section 9.3, repay all Loans and Additional TLCs and provide the Administrative Agent with cash collateral in an amount equal to the Letter of Credit Outstandings, unless, pursuant to Section 9.3, only a portion of all Loans and Additional TLCs and Obligations are so accelerated (in which case the portion so accelerated shall be so prepaid or cash collateralized with the mandatory Administrative Agent); and
(j) the SP1 Borrower shall, immediately upon receipt of proceeds in connection with the repayment of any Loans pursuant intercompany loan payable to SECTION 9.2the SP1 Borrower, repay all Loansmake a mandatory prepayment of the Additional TLCs, to be applied as set forth in Section 3.1.2, in an amount equal to the sum of such proceeds, other than (x) scheduled amortization payments thereof and (y) any other payment to the XX0 Xxxxxxxx which would otherwise result in a mandatory prepayment under this Section 3.1.1.
(bk) WWI shall pay the principal amount of the Designated New Term Loans at such times and in such amounts as determined pursuant to Section 2.1.6. Each prepayment of any Loans or Additional TLCs made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
. No prepayment of principal of any Revolving Loans or Swing Line Loans pursuant to clauses (ca) Unless of Section 3.1.1 shall cause a reduction in the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower Revolving Loan Commitment Amount or the LenderSwing Line Loan Commitment Amount, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Amendment No. 5 (Weight Watchers International Inc)
Repayments and Prepayments. (a) The Borrower Borrowers shall be obligated, jointly and severally, to repay in full the unpaid principal amount of each Loan upon on the Stated Maturity Commitment Termination Date. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, a Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any any:
(i) Revolving Loans; PROVIDED that
PROVIDED, HOWEVER, that (Ax) any such prepayment of Revolving Loans shall be made PRO RATA among the Revolving Loans of all Loans included in Lenders of the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowing;
Period; (By) all such voluntary prepayments shall require at least three one but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
and (Cz) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2, repay all Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rateintegral multiples thereof; and
(ii) Swingline Loans; PROVIDED, HOWEVER, that (x) all such voluntary prepayments shall require prior telephonic notice to the Swingline Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (y) all such voluntary partial prepayments shall be in an aggregate minimum amount of $50,000 and integral multiples of $10,000.
(b) On each date when the aggregate Revolving Outstandings (excluding Overadvance Loans) exceed the Borrowing Base Amount (including as a result of a reduction in the Borrowing Base Amount in effect on such date), the Borrowers shall make a mandatory prepayment of Revolving Loans or Swingline Loans (or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. On the 10th day immediately following the date of any Lender failed Overadvance Loan, the Borrowers shall, unless the aggregate Revolving Outstandings (including any Overadvance Loans) are then equal to or less than the Borrowing Base Amount in effect on such date, repay such Overadvance Loan in full.
(c) Concurrently with the receipt by the Parent or any of its Subsidiaries of any Net Proceeds, the Borrowers shall be obligated, jointly and severally, to make mandatory prepayments of the Loans, as set forth below, and each such paymentprepayment shall be applied as set forth in SECTION 3.1.2:
(i) NET EQUITY PROCEEDS. In the event the Parent or any of its Subsidiaries receives any Net Equity Proceeds, VHC shall deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to the Specified Percentage of such Net Equity Proceeds; PROVIDED, HOWEVER, that Net Equity Proceeds (other than the Specified Percentage of Net Equity Proceeds from an Initial Public Offering) may be used for one or more Permitted Purposes and, to the extent such proceeds are so used in all cases as provided in the definition of "Permitted Purpose", the Borrowers shall not be required to prepay Loans or Cash Collateralize Letter of Credit Outstanding pursuant to this SECTION 3.1.1(c).
(ii) NET DISPOSITION PROCEEDS. In the event the Parent or any of its Subsidiaries receives any Net Disposition Proceeds, VHC shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in connection with any single transaction or series of related transactions exceeds $2,000,000, the Borrowers shall within 30 days after receipt of such Net Disposition Proceeds, be obligated, jointly and severally, to make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; PROVIDED, HOWEVER, that, upon written notice by VHC to the Administrative Agent not less than 30 days following receipt of any Net Disposition Proceeds, an aggregate amount of up to $25,000,000 (as such amount may be increased with the consent of the Required Lenders) of such proceeds over the term of this Agreement may be retained by VHC and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) VHC informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to SECTION 7.2.1 (including by way of merger or Investment), and (y) within 365 days following the receipt of such Net Disposition Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds unused or uncommitted after such 365-day period shall be applied to the Loans as set forth in SECTION 3.1.2. At any time after receipt of any such Net Disposition Proceeds in excess of $2,000,000 but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, the Borrowers shall prepay Loans pursuant to SECTION 3.1.1(a) (with the amount of any such prepayment to continue to be considered to be Net Disposition Proceeds for purposes of this Agreement and the other Loan Documents) or, to the extent it elects not to so prepay Loans, upon written demand by the Administrative Agent (in its reasonable discretion) to the Borrowers, deposit an amount equal to such Net Disposition Proceeds into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have sole dominion and control) pending such application as a prepayment or to be entitled released as requested by VHC in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by VHC.
(iii) NET CASUALTY PROCEEDS. In the event the Parent or any of its Subsidiaries receives any Net Casualty Proceeds, VHC shall deliver to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify a calculation of the Borroweramount of such Net Casualty Proceeds and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in respect of any single Casualty Event or series of related Casualty Events exceeds $2,000,000, the Borrower shall pay Borrowers shall, within 60 days after the receipt of such corresponding Casualty Proceeds be obligated, jointly and severally, to make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds; PROVIDED, HOWEVER, that, upon written notice by VHC to the Administrative AgentAgent not less than 60 days following receipt of any Net Casualty Proceeds, up to 100% of such proceeds may be retained by VHC and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) VHC informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Casualty Proceeds to the repair or replacement of the assets or properties which have been lost or damaged as a result of the Casualty Event giving rise to such Net Casualty Proceeds or to the acquisition of other property or assets consistent with the businesses permitted to be conducted under SECTION 7.2.1, and (y) within 365 days following the receipt of such Net Casualty Proceeds such proceeds are applied or committed to such repair, replacement or acquisition. The Administrative Agent also amount of any such Net Casualty Proceeds unused or uncommitted after such 365-day period shall be entitled applied to recover from the Loans as set forth in SECTION 3.1.2. At any time after receipt of any such Lender interest on Net Casualty Proceeds in excess of $2,000,000 but prior to the application thereof to a mandatory prepayment or the repair, replacement or acquisition of lost or damaged assets or property or other property or assets as described above, the Borrowers shall prepay Loans pursuant to SECTION 3.1.1(a) (with the amount of any such corresponding amount in respect prepayment to be continued to be Net Casualty Proceeds for purposes of each day from this Agreement and the date such corresponding amount was made available other Loan Documents) or, to the extent it elects not to so prepay Loans, upon written demand by the Administrative Agent (in its reasonable discretion) to the Borrower Borrowers, deposit an amount equal to the date such corresponding amount is recovered by Net Casualty Proceeds into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent, Agent for the benefit of the Secured Parties (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights over which the Administrative Agent or the Borrower may shall have against any Lender sole dominion and control) pending such application as a result prepayment or to be released as requested by VHC in respect of any default such repair, replacement or acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by such Lender hereunderthe VHC.
(div) If NET DEBT PROCEEDS. In the Administrative Agent event the Parent or any Lender is required at of its Subsidiaries receives any time Net Debt Proceeds, the Borrowers shall be obligated, jointly and severally, to return to the Borrower, or to make a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand mandatory prepayment of the Administrative Agent, return its share of the Loans in an amount equal to be returned, plus interest thereon from the date 100% of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateNet Debt Proceeds.
Appears in 1 contract
Repayments and Prepayments. (a) The Each Borrower shall repay in full the unpaid principal amount of each Loan made to such Borrower upon the Stated Maturity DateDate therefor. Prior thereto, the each Borrower
(ia) may, from time to time on any Business Banking Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any LoansLoans to such Borrower; PROVIDED PROVIDED, HOWEVER, that
(Ai) any such prepayment shall be made PRO RATA among all Loans included in of the same Type and, if applicable, having the same Interest Period NoticePeriod, or if none, in the same Borrowingof all Lenders;
(Bii) no such prepayment of any Fixed Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three Business but no more than five Banking Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)500,000;
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.22.2.1, make a mandatory prepayment of all Loans to such Borrower such that the aggregate amount of prepayments made by all Borrowers shall be equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans to all Borrowers over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any SECTION 8.3, repay all Loans to such Borrower unless, pursuant to SECTION 9.28.3, repay all Loans.only a portion of such Loans is so accelerated; and
(bd) Each shall, if on any Determination Date, as a result of an increase in the value of a Eurocurrency, the aggregate Dollar Equivalent of the principal amount of all outstanding Loans to all Borrowers exceeds the Commitment Amount, on the last day of the Interest Period during which such Determination Date occurs, make a mandatory prepayment of any the aggregate outstanding Loans to such Borrower such that the aggregate amount of prepayments made pursuant to this Section by all Borrowers shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior equal to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
LESSER of (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lenderexcess, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon sum of (x) the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand amounts of the Administrative AgentReference Rate Loans outstanding, return its share plus (y) the amounts of the amount Fixed Rate Loans outstanding to be returned, plus interest thereon from the date of which such demand to the date such payment Interest Period is made at a rate per annum equal to the daily Federal Funds Rateapplicable.
Appears in 1 contract
Samples: Credit Agreement (Andrew Corp)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon Advance on the Stated Maturity Date. Prior thereto, the Borrower:
(ia) maymay voluntarily prepay all or any portion of the aggregate outstanding Advances, from time to time on any Business Day, make a voluntary prepayment, either in whole or in part, together with the related Yield Maintenance Fee or, in the case of the outstanding principal amount payment in full of the Third A&R Advance Obligations resulting in a Prepayment Event, the entire Prepayment Premium, from funds available for distribution to the Borrower pursuant to clause “Eleventh” of Section 5.2(b) and/or from funds available to the Borrower from any Loanscapital contribution or other source of funding obtained by the Borrower that is not expressly prohibited by this Loan Agreement; PROVIDED that
(A) provided, however, that no such prepayment shall constitute the payment of Required Amortization; provided further, that any such prepayment shall have been applied first to the outstanding principal balance of the Second A&R Advance prior to its payment in full. Notwithstanding anything to the contrary in this Section 4.1(a), no partial prepayment of the Third A&R Advance shall be made PRO RATA among all Loans included in permitted prior to the same Interest Period NoticeConversion Date. For the avoidance of doubt, or if none, in the same Borrowingaccrued but unpaid interest on the Third A&R Advance will also be due and payable with the Prepayment Premium;
(Bb) shall apply the Net Proceeds of any sales (other than Permissible Prepayment Sales) made pursuant to Section 2.7 to repay Advances (first, to the Second A&R Advance until paid in full and second, to all other Advances) by depositing such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to Net Proceeds into the Administrative Agent’s Account; and
(C) all provided, however, that no such voluntary partial prepayments prepayment shall constitute the payment of Required Amortization; provided, further, that such Net Proceeds shall first be applied to the payment of any Yield Maintenance Fee, then interest accrued on such Advances, and then the repayment of Advances in the order of priority set forth above. Notwithstanding the foregoing, the Net Proceeds of any such sale shall not be applied to the Third A&R Advance prior to the Conversion Date and no sale or other transfer with respect to the Third A&R Policies shall be in an aggregate minimum amount of $10,000,000 permitted prior to the Conversion Date except for Permissible Prepayment Sales and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaidany Specified Transfer to Parent);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 10.2, repay all Loans.such Advances and all other Obligations (including, without limitation, the Yield Maintenance Fee) within one (1) Business Day of the Administrative Agent’s delivery of notice of such acceleration to the Borrower;
(bd) Each prepayment of any Loans made pursuant to this Section shall be without premium or penaltyshall, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
within thirty 30 days after (i) if the Borrower failed number of Pledged Policies is less than or equal to make such paymentfifty (50), each Lender shall forthwith on demand repay to or (ii) the Administrative Agent the cumulative face amount of such assumed payment made available the Pledged Policies is less than or equal to such Lender$125,000,000, together repay all the Advances and all other Obligations (including, without limitation, any Prepayment Premium or Yield Maintenance Fee);
(e) shall prepay a portion of the Second A&R Advance in accordance with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds RateSection 9.1(gg), if applicable; and
(iif) if any Lender failed shall, on each Distribution Date, repay the Advances from Available Amounts in accordance with the Priority of Payments (which Available Amounts shall have been applied first to make such paymentthe outstanding principal balance of the Second A&R Advance). For the avoidance of doubt, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount be permitted to repay in full the Administrative Agent. The Administrative Agent also Third A&R Advance Obligations (which shall be entitled to recover from such Lender interest on such corresponding amount include, for the avoidance of doubt, the Prepayment Premium in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at connection with a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderPrepayment Event).
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Repayments and Prepayments. (a) The SP1 Borrower and WWI shall repay in full the unpaid principal amount of each Loan and TLC, as applicable, upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower,
(ia) any Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any any
(i) Loan (other than Swing Line Loans; PROVIDED ) or TLC, provided, however, that
(A) any such prepayment of the Term A Loans or Term B Loans or Designated New Term Loans or Term D Loans or TLCs shall be made PRO RATA pro rata among all such Term A Loans included in or Term B Loans or Designated New Term Loans or Term D Loans or TLCs of the same type and if applicable, having the same Interest Period Noticeas all Lenders that have made such Term A Loans or Term B Loans or Designated New Term Loans or Term D Loans or TLCs, or if none, in and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same Borrowingtype and, if applicable, having the same Interest Period as all Lenders that have made such Revolving Loans;
(B) the Borrowers shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least three but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(CD) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans or TLCs bearing interest with reference to the LIBO Rate, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (500,000 and, in the case of Base Rate Loans or TLCs bearing interest with reference to the remaining Base Rate, in an aggregate minimum amount of the Loans being prepaid);$500,000 and an integral multiple thereof; or
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); provided, that in the event such prepayment of Term B Loans or TLCs occurs (x) after September 29, 1999 and on any day prior to September 29, 2000 thereof, WWI shall pay to the Administrative Agent for the account of all Term B Lenders or TLC Lenders, as the case may be, a fee in the amount of 2% of such prepayment and (y) on and after September 29, 2000 and on or prior to September 29, 2001, WWI shall pay the Administrative Agent for the account of all Term B Lenders or TLC Lenders, as the case may be, a fee in the amount of 1% of such prepayment;
(b) the SP1 Borrower and WWI, as the case may be, shall no later than one Business Day following the receipt by WWI or any of its Subsidiaries of any Net Disposition Proceeds, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and, subject to the following proviso, make a mandatory prepayment of the Term Loans and TLCs in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that, at the option of WWI and so long as no Default shall have occurred and be continuing, WWI may use or cause the appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets useful in the business of WWI and its Subsidiaries or to purchase a majority controlling interest in a Person owning such assets or to increase any such controlling interest already maintained by it; provided, that if such Net Disposition Proceeds arise from or are related to a Disposition of assets of a Guarantor then any such reinvestment must either be made by or in a Guarantor or a Person which upon the making of such reinvestment becomes a Guarantor (with such assets or interests collectively referred to as "Qualified Assets") within 365 days after the consummation (and with the Net Disposition Proceeds) of such sale, conveyance or disposition, and in the event WWI elects to exercise its right to purchase Qualified Assets with the Net Disposition Proceeds pursuant to this clause, WWI shall deliver a certificate of an Authorized Officer of WWI to the Administrative Agent within 30 days following the receipt of Net Disposition Proceeds setting forth the amount of the Net Disposition Proceeds which WWI expects to use to purchase Qualified Assets during such 365 day period; provided further, that WWI and its Subsidiaries shall only be permitted to reinvest Net Disposition Proceeds in Qualified Assets to the extent permitted by Section 7.2.5 over the term of this Agreement. If and to the extent that WWI has elected to reinvest Net Disposition Proceeds as permitted above, then on the date which is 365 days (in the case of clause (b)(i) below) and 370 days (in the case of clause (b)(ii) below) after the relevant sale, conveyance or disposition, WWI shall (i) deliver a certificate of an Authorized Officer of WWI to the Administrative Agent certifying as to the amount and use of such Net Disposition Proceeds actually used to purchase Qualified Assets and (ii) deliver to the Administrative Agent, for application in accordance with this clause and Section 3.1.2, an amount equal to the remaining unused Net Disposition Proceeds;
(c) the SP1 Borrower and WWI, as applicable, shall, no later than 5 Business Days following the delivery of WWI's annual audited financial reports required pursuant to clause (b) of Section 7.1.1 (beginning with the financial reports delivered in respect of the 2001 Fiscal Year), deliver to the Administrative Agent a calculation of the Excess Cash Flow for (i) the 2001 Fiscal Year the 20-month period ended December 31, 2001 and (ii) thereafter for such Fiscal Year and no later than 5 Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans and TLCs in an aggregate amount equal to 50% of the Excess Cash Flow (if any) for such period, to be applied as set forth in Section 3.1.2;
(d) the SP1 Borrower and WWI, as applicable, concurrently with WWI's receipt of any Net Equity Proceeds, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and no later than 5 Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans and TLCs in an aggregate amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2; provided, that all such Net Equity Proceeds shall be deposited in a cash collateral account with the Administrative Agent upon receipt pending application to the Loans pursuant to this clause;
(e) WWI shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, including pursuant to SECTION 2.2Section 2.2 or Section 3.1.2, make a mandatory prepayment of all Revolving Loans and (if necessary) Swing Line Loans, and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings) in an aggregate amount equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and Letters of Credit Outstanding over the Revolving Loan Commitment Amount as so reduced; and;
(iiif) WWI shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable: 03/31/00 through (and including) 09/30/04 $3,750,000 10/01/04 through (and including) 06/30/05 $5,312,500 07/01/05 through (and including) Stated Maturity Date $5,312,500, or the then outstanding principal amount of all Term A Loans, if different; provided, that each remaining amortization amount of Term A Loans occurring after the date of the making of a Designated Additional Term A Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term A Loan.
(g) WWI shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable: 03/31/00 through (and including) 09/30/05 $187,500 10/01/05 through (and including) 06/30/06 $17,671,875 07/01/06 through (and including) Stated Maturity Date $17,671,875, or the then outstanding principal amount of all Term B Loans, if different; provided, that each remaining amortization amount of Term B Loans occurring after the date of the making of a Designated Additional Term B Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term B Loan.
(h) WWI shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term D Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable: 03/31/01 through (and including) 09/30/05 $50,000 10/01/05 through (and including) Stated Maturity Date $6,350,000, or the then outstanding principal amount of all Term D Loans, if different; provided, that each remaining amortization amount of Term D Loans occurring after the date of the making of a Designated Additional Term D Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term D Loan.
(i) the SP1 Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all TLCs in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable (as such amounts may have otherwise been reduced pursuant to this Agreement): 03/31/00 through (and including) 09/30/05 $217,500 10/01/05 through (and including) 06/30/06 $20,499,375 07/01/06 through (and including) Stated Maturity Date $20,499,375, or the then outstanding principal amount of all TLCs, if different;
(j) the SP1 Borrower and WWI, as the case may be, shall, immediately upon any acceleration of the Stated Maturity Date of any Loans or Obligations pursuant to SECTION 8.2 Section 9.2 or 8.3 Section 9.3, repay all Loans and TLCs and provide the Administrative Agent with cash collateral in an amount equal to the Letter of Credit Outstandings, unless, pursuant to Section 9.3, only a portion of all Loans and TLCs and Obligations are so accelerated (in which case the portion so accelerated shall be so prepaid or cash collateralized with the mandatory Administrative Agent);
(k) the SP1 Borrower shall, immediately upon receipt of proceeds in connection with the repayment of any intercompany loan payable to the SP1 Borrower, make a mandatory prepayment of the TLCs, to be applied as set forth in Section 3.1.2, in an amount equal to the sum of such proceeds, other than (x) scheduled amortization payments thereof and (y) any other payment to the SP1 Xxxxxxxx xxxch would otherwise result in a mandatory prepayment under this Section 3.1.1; and
(l) WWI shall pay the principal amount of the Designated New Term Loans at such times and in such amounts as determined pursuant to SECTION 9.2, repay all Loans.
Section 2.1.6; provided that in the event such prepayment under clause (b) or (d) of this Section occurs (x) after September 29, 1999 and on any day prior to September 29, 2000, WWI shall pay to the Administrative Agent for the account of all Term B Lenders or TLC Lenders, as the case may be, a fee in the amount of 2% of such prepayment and (y) on and after September 29, 2000 and on or prior to September 29, 2001, WWI shall pay the Administrative Agent for the account of all Term B Lenders or TLC Lenders, as the case may be, a fee in the amount of 1% of such prepayment. Each prepayment of any Loans or TLCs made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
. No prepayment of principal of any Revolving Loans or Swing Line Loans pursuant to clauses (ca) Unless of Section 3.1.1 shall cause a reduction in the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower Revolving Loan Commitment Amount or the LenderSwing Line Loan Commitment Amount, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Repayments and Prepayments. On and after the Commitment Termination Date, all Collections then held or thereafter received shall be applied to Obligations in accordance with this Agreement (a) The Borrower including Section 4.2(c)), the Lender’s Commitment shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity Dateterminate, and no further Advance shall be made hereunder. Prior thereto, the Borrower:
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loansthe Advances; PROVIDED provided, however, that
, (Ai) any such prepayment shall be made PRO RATA among all Loans included unless otherwise consented to by the Administrator, written notice (in the same Interest Period Notice, or if none, in the same Borrowing;
(Bform of Exhibit G) of all such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice delivered to the Administrative Agent; and
Administrator no later than 2:00 pm (CNew York City time), one (1) Business Day prior to the prepayment thereof and (ii) unless otherwise consented to by the Administrator, all such voluntary partial prepayments shall be in an aggregate a minimum amount of $10,000,000 and 1,000,000;
(b) shall, on or prior to each Seasonal Facility Limit Reduction Date, make a multiple prepayment of $1,000,000 (or the remaining Advances in an amount equal to the excess, if any, of the aggregate outstanding principal amount of the Loans being prepaid);Advances over the Facility Limit as in effect on such Seasonal Facility Limit Reduction Date. Each such repayment shall be subject to the payment of any amounts required by Section 6.2.
(iic) shall, immediately upon any acceleration of the Commitment Termination Date of any Advances pursuant to Section 10.3, repay all Advances, unless, pursuant to Section 10.3.1, only a portion of all Advances is so accelerated, in which event the Borrower shall repay the accelerated portion of the Advances; and
(d) shall, on each date when any reduction in the Commitment Amount Facility Limit shall become effective, including effective pursuant to SECTION 2.2Section 2.6, make mandatory a prepayment of all Loans the Advances in an amount equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans the Advances over the Commitment Amount Facility Limit as so reduced. Each such prepayment shall be subject to the payment of any amounts required by Section 6.2; and
(iiie) shall, immediately upon any acceleration within two (2) Business Days of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Monthly Reporting Date, repay all Loans.
(b) Each make a prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, Advances in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the an aggregate amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rateexisting Borrowing Base Deficit, and (B) from if any, revealed by the Borrower, at a rate per annum equal related Monthly Report. Each such prepayment shall be subject to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result payment of any default amounts required by such Lender hereunderSection 6.2.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Loan Agreement (Jarden Corp)
Repayments and Prepayments. (a) The Each Borrower shall repay in full the unpaid principal amount of each Loan made to such Borrower upon the applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as set forth below.
(ia) may, from From time to time on any Business Day, either Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any of its Loans; PROVIDED that
provided that (Ai) any such prepayment of Loans shall be made PRO RATA pro rata among all the Loans included in of the same type and, if applicable, having the same Interest Period NoticePeriod, or if none, in the same Borrowing;
(Bii) all such voluntary prepayments shall require at least one Business Days' notice in the case of Base Rate Loans, or three Business Days' (or, if such prepayment is to be made on notice in the last day case of an Interest Period for such LIBOR Loans, two but in either case no more than five Business Days') ' prior written notice to the Administrative Agent; and
, (Ciii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a multiple integral multiples of $1,000,000 250,000, and (or iv) if such payment for a LIBOR Loan is made on any date other than the remaining amount scheduled last day of the Loans being prepaid);applicable Interest Period, reimbursement by such Borrower of the resulting losses or expenses incurred by any Lender described in and pursuant to Section 4.4 hereof.
(iib) shall, on On each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment sum of all Loans equal to (i) the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans over and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as so reduced; it may be reduced from time to time pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of their respective Loans and, if necessary, Cash Collateralize all Letter of Credit Outstandings, an aggregate amount equal to such excess.
(iiic) shallConcurrently with the receipt by either Borrower or any of its Subsidiary Guarantors or by Holdings or Parent, of any Net Equity Proceeds, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2; provided that no such prepayment shall be required to be made beyond the extent that the amount of Total Funded Debt as reduced by giving effect to such prepayment would result, on a pro forma basis, in a Total Funded Debt (less Net Equity Proceeds) to EBITDA Ratio of 3.25 to 1.00 or less as of the end of the immediately preceding Fiscal Quarter.
(d) Concurrently with the receipt by either Borrower or any of its Subsidiary Guarantors or by Holdings or Parent, of any Net Disposition Proceeds, the Borrowers shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and, to the extent the amount of such Net Disposition Proceeds with respect to any single transaction or series of related transactions exceeds $50,000 (up to a maximum aggregate amount equal to $250,000 in any Fiscal Year), make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of such Net Disposition Proceeds shall be required under this clause if the Borrowers inform the Administrative Agent no later than 30 days following the receipt of any Net Disposition Proceeds of its or its Subsidiary Guarantor's good faith intention to apply such Net Disposition Proceeds to the acquisition of other assets or property consistent with the business permitted to be conducted pursuant to Section 8.2.1 (including by way of merger or Investment) within 365 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 365 day period being applied to the Loans as set forth in Section 3.1.2.
(e) Concurrently with the receipt by either Borrower or any of its Subsidiary Guarantors or by Holdings or Parent, of any Net Casualty Proceeds, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds, to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of Net Casualty Proceeds received by either Borrower or its Subsidiary Guarantor's shall be required under this clause if the Borrowers inform the Administrative Agent no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or its Subsidiary Guarantor's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property subject to such Casualty Event or the acquisition of other assets or property consistent with the business permitted to be conducted pursuant to Section 8.2.1 (including by way of merger or Investment) and in fact uses such Net Casualty Proceeds to rebuild or replace the damaged, destroyed or condemned assets or property subject to such Casualty Event or to acquire such other property or assets within 365 days following the receipt of such Net Casualty Proceeds, with the amount of such Net Casualty Proceeds unused after such 365 day period being applied to the Loans as set forth in Section 3.1.2, provided further, however, that at any time when any Event of Default shall have occurred and be continuing or Net Casualty Proceeds not applied as provided above shall exceed $1,000,000, such Net Casualty Proceeds will be deposited in an account maintained with the Administrative Agent (over which the Administrative Agent has sole dominion and control) for disbursement at the request of such Borrower to pay for such rebuilding, replacement or acquisition.
(f) No later than five Business Days following the delivery by the Borrowers of their annual audited financial reports required pursuant to clause (b) of Section 8.1.1 (beginning with the financial reports delivered in respect of the Fiscal Year ending December 31, 2002), the Borrowers shall deliver to the Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later than five Business Days following the delivery of such calculation, make or cause to be made a mandatory prepayment of its Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2; provided that no such prepayment shall be required to be made beyond the extent that the amount of Total Funded Debt as reduced by giving effect to such prepayment would result, on a pro forma basis, in a Total Funded Debt to EBITDA Ratio of less than 3.00 to 1.00 or less as of the end of the immediately preceding Fiscal Quarter.
(g) Concurrently with the receipt by either Borrower or any Consolidated Entities, or by Parent or Holdings, of any Net Debt Issuance Proceeds, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Issuance Proceeds, to be applied as set forth in Section 3.1.2.
(h) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 Section 9.2 or 8.3 or the mandatory repayment Section 9.3, such Borrower shall repay all of any its Loans pursuant to SECTION 9.2this Agreement, repay unless, pursuant to Section 9.3, only a portion of all Loans.
the Loans is so accelerated (b) in which case the portion so accelerated shall be so repaid by the applicable Borrower). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION Section 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon Advance on the Stated Maturity Date. Prior thereto, the Borrower:
(ia) maymay voluntarily prepay all or any portion of the aggregate outstanding Advances, from time to time on any Business Day, make a voluntary prepayment, either in whole or in part, together with the related Yield Maintenance Fee from funds available for distribution to the Borrower pursuant to clause “Eleventh” of Section 5.2(b) and/or from funds available to the outstanding principal amount Borrower from any capital contribution or other source of any Loansfunding obtained by the Borrower that is not expressly prohibited by this Loan Agreement; PROVIDED that
(A) provided, however, that no such prepayment shall constitute the payment of Required Amortization; provided further, that any such prepayment shall be made PRO RATA among all Loans included applied first to the outstanding principal balance of the Fourth A&R Advance prior to its payment in the same Interest Period Notice, or if none, in the same Borrowingfull;
(Bb) shall apply the Net Proceeds of any sales made pursuant to Section 2.7 to repay Advances (first, to the Fourth A&R Advance until paid in full and second, to all other Advances) by depositing such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to Net Proceeds into the Administrative Agent’s Account; and
(C) all provided, however, that no such voluntary partial prepayments prepayment shall constitute the payment of Required Amortization; provided, further, that such Net Proceeds shall first be applied to the payment of any applicable Yield Maintenance Fee, then interest accrued on such Advances, and then the repayment of Advances in an aggregate minimum amount the order of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)priority set forth above;
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 10.2, repay all Loans.
such Advances and all other Obligations (b) Each prepayment of any Loans made pursuant to this Section shall be including, without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such paymentlimitation, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
Yield Maintenance Fee) within one (i1) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount Business Day of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify ’s delivery of notice of such acceleration to the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.;
(d) If shall, within thirty 30 days after (i) the Administrative Agent number of Pledged Policies is less than or any Lender is required at any time equal to return to the Borrowertwo hundred and twenty-five (225), or (ii) the cumulative face amount of the Pledged Policies is less than or equal to a trustee$400,000,000, receiverrepay all the Advances and all other Obligations (including, liquidator, custodian, or any official under any proceeding under Debtor Relief Lawswithout limitation, any portion of a payment made by the Borrower, each Lender Yield Maintenance Fee);
(e) [Reserved]
(f) shall, on demand each Distribution Date, repay the Advances from Available Amounts in accordance with the Priority of Payments (which Available Amounts shall be applied first to the outstanding principal balance of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateFourth A&R Advance).
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full in cash to the Administrative Agent for the ratable account of the Lenders the unpaid principal amount of each Loan and all accrued but unpaid interest thereon upon the Stated Maturity Date, or earlier, if otherwise required by the terms hereof, together with any fees payable therewith as provided hereunder. Prior thereto, payments and prepayments of the BorrowerLoans shall or may be made as follows:
(ia) may, from From time to time on any Business Day, make the Borrower may make, upon notice to the Administrative Agent, a voluntary prepayment, in whole or in part, of the outstanding principal amount of any NM Loans; PROVIDED that
provided that (A) any such prepayment shall of the NM Loans is to be made PRO RATA applied pro rata among all the NM Loans included in so prepaid of the same type and, if applicable, having the same Interest Period Notice, or if none, of all NM Lenders that have made such NM Loans (to be applied as set forth in the same Borrowing;
Section 3.1.2); (B) all such voluntary prepayments shall require at least one but no more than five Business Days’ (and at least three Business Days' (or, if such prepayment is to be made on ’ in the last day case of an Interest Period for such LIBO Rate Loans, two Business Days') prior written telephonic notice (promptly confirmed by facsimile) to the Administrative Agent; and
(C) all such voluntary partial prepayments of any Loans shall be in an aggregate minimum amount of $10,000,000 1,000,000; and (D) the Exit Fee is paid as provided hereunder; provided, further, that no voluntary prepayment of Roll-Up Loans may be made until all NM Loans and other Obligations existing in respect thereof have been paid in full in cash and the NM Commitments have terminated. Each such notice shall specify the date and amount of such prepayment and the type of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that a notice of prepayment of the NM Loans delivered by the Borrower may state that such notice is conditional upon the effectiveness of another financing and such notice may (subject to the payment of any customary breakage costs) be revoked by the Borrower (by written notice to the Administrative Agent a reasonable time prior to the specified effective date) if such condition is not satisfied. Each prepayment of principal of, and interest on, the NM Loans shall be made in Dollars.
(b) From time to time on any Business Day, the Borrower may cause the Synthetic Deposits to be returned to the DIP L/C Lender by reducing the DIP Letter of Credit Facility Available Amount; provided that (A) all such voluntary reductions shall require at least one but no more than five Business Days’ prior telephonic notice (promptly confirmed by facsimile) to the Administrative Agent; and (B) all such voluntary partial returns shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 500,000.
(or c) On each date when the remaining aggregate amount of all DIP Letter of Credit Outstandings exceeds the Loans being prepaidDIP Letter of Credit Available Amount, the Borrower shall Cash Collateralize all DIP Letter of Credit Outstandings in an aggregate amount equal to such excess.
(d) In the event the DIP Letter of Credit Issuer has made a withdrawal from the Synthetic Deposit Account to repay unreimbursed DIP Reimbursement Obligations, the Borrower shall make a mandatory deposit in the Synthetic Deposit Account equal to such amount.
(i) Upon receipt by any Obligor or any of its Subsidiaries of any Net Cash Proceeds (other than any Net Cash Proceeds from a Disposition under Section 8.10(a);), or Net Casualty Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of such proceeds and immediately make a mandatory prepayment of the Obligations hereunder in an amount equal to 100% of such Net Cash Proceeds or Net Casualty Proceeds (as the case may be), subject to Section 2.11.4(c).
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iii) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 Section 9.2 or 8.3 or Section 9.3, the mandatory repayment of any Loans pursuant to SECTION 9.2, Borrower shall repay all of the Loans.
(b) . Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except other than the payment of an Exit Fee pursuant to Section 3.3.1 and as may be required by SECTION Section 4.4.
. The Borrower shall give prior telephonic notice (cpromptly confirmed by facsimile) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available fundsof any mandatory prepayment required under this Section 3.1.1 (including the date, then:
an estimate of the aggregate amount of such mandatory prepayment and a description of the events giving rise to such prepayment at least five (i5) if Business Days prior thereto); provided that the failure to give such notice shall not relieve the Borrower failed of its obligation to make such payment, each Lender shall forthwith mandatory prepayments on demand repay or prior to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon dates set forth in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, this Section 3.1.1 and the Borrower shall pay be permitted to make such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest mandatory prepayments on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable or prior to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderdates.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Champion Enterprises Inc)
Repayments and Prepayments. (a) The Borrower Company shall repay in full the unpaid principal amount of each Loan the Notes upon the Stated Final Maturity Date. The Company shall have the right to extend the Final Maturity Date until December 22, 2010, provided that the Company notifies the Purchaser in writing that it desires to extend the Final Maturity Date, such notice to be received by the holder of each Junior Note no later than sixty (60) days prior to the current Final Maturity Date. Prior thereto, the BorrowerCompany:
(ia) may, from time to time on any Business Day, make a voluntary prepaymentprepay, in whole or in part, of the outstanding principal amount of any LoansNotes; PROVIDED that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Noticeprovided, or if nonehowever, in the same Borrowing;
(B) that all such voluntary prepayments shall require at least three (3) but no more than five (5) Business Days' Days prior written irrevocable notice to you, and (or, ii) if such prepayment is to be made on the last day as a result of an Interest Period for Early Liquidation Event, such Loans, two Business Days') prior written notice to prepayment shall include the Administrative Agent; and
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)Make Whole Amount;
(iib) shall, to the extent permitted under the Senior Loan Documents, on each date when any reduction Distribution Date, prepay the principal of the Notes in an amount equal to a percentage of the Commitment Amount shall become effective, including Company's Net Cash Flow determined pursuant to SECTION 2.2Section 5.4(a) of the Amended and Restated LLC Agreement;
(c) shall, make mandatory prepayment of all Loans equal to the excessextent permitted under the Senior Loan Documents, if anyupon the occurrence of an Early Liquidation Event, of repay each and every Note and the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; andMake Whole Amount;
(iiid) from and after the date all the Term B Loans have been paid in full, shall, immediately upon any acceleration of the Stated Final Maturity Date of any Loans the Notes pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 10, repay all Loans.
(b) Each each and every Note. Except as otherwise provided in this Section 7.2, each prepayment of any Loans the Notes made pursuant to in accordance with this Section 7.2 shall be without premium or penaltyapplied, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit extent of such payment, in the Administrative Agent mayfollowing order: (1) first, to the payment of accrued interest on the Notes; (2) second, to the payment of accrued interest on the outstanding PIK Notes in the inverse order of the dates of the issuance of the PIK Notes; (3) third, to the payment of principal on the Notes in the inverse order of the dates of the issuance of the Notes; (4) fourth, in its sole and absolute discretionthe event of an Early Liquidation Event, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted of the Make Whole Amount, if any; and (5) fifth, to the Administrative Agent payment of all other obligations owing to you under this Agreement. The parties hereto agree, that even if the outstanding principal amount of the Notes has been repaid in immediately available fundsfull, then:
the Notes will continue to be outstanding until the earlier of (i) if the Borrower failed to make such paymentDecember 22, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from 2006 and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lenderdate the Make Whole Amount has been paid in full. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the BorrowerThe Company acknowledges, and the Borrower shall pay such corresponding amount parties hereto agree, that each holder of a Note has the right to maintain its investment in the Administrative Agent. The Administrative Agent also shall be entitled to recover Notes free from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available repayment by the Administrative Agent to Company (except as herein specifically provided for) and that the Borrower to the date such corresponding amount is recovered provision for payment of a Make-Whole Amount by the Administrative AgentCompany in the event that the Notes are prepaid, (A) from such Lender at a rate per annum equal is intended to provide compensation for the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date deprivation of such demand to the date right under such payment is made at a rate per annum equal to the daily Federal Funds Ratecircumstances.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED provided, however, that
(A) any such prepayment shall be made PRO RATA among all Loans included in the same Interest Period Notice, or if none, in the same Borrowing;
(Bi) all such voluntary prepayments shall require at least three one but no more than five Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; Lender, and
(Cii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 (or, if less, the aggregated outstanding principal amount of the Loans) and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)100,000;
(iib) shall, on each date when any reduction in the Commitment Amount shall become effective, including effective pursuant to SECTION Section 2.2, make a mandatory prepayment of all Loans in an amount equal to the excess, if any, of of
(A) the aggregate, outstanding principal amount of all the Loans over at such date
(B) the Commitment Amount as so reduced;
(c) shall, on the first Business Day following each date when the aggregate outstanding principal amount of the Loans exceeds the Maintenance Base, either make a mandatory prepayment of all Loans in an amount equal to the excess of the aggregate outstanding principal amount of Loans over the Interim Maintenance Base or deliver additional Shares to the Lender (as provided in Section 2.5) pursuant to the Pledge Agreement having a Fair Market Value such that, when added to the aggregate Fair Market Value of all other Pledged Shares, the aggregate outstanding principal amount of the Loans no longer exceeds the Interim Maintenance Base;
(d) shall, within one Business Day following the date on which the Lender has made a determination of the Fair Market Value of the Pledged Shares pursuant to the last paragraph of the definition of "Fair Market Value", the effect of which is to reduce the Fair Market Value of the Pledged Shares and consequently cause the outstanding principal amount of the Loans to exceed the then effective Maintenance Base, either make a mandatory prepayment of all Loans in an amount equal to the excess of the aggregate outstanding principal amount of Loans over the then effective Interim Maintenance Base or deliver additional Shares to the Lender (as provided in Section 2.5) pursuant to the Pledge Agreement having a Fair Market Value such that, when added to the aggregate Fair Market Value of all other Pledged Shares, the aggregate outstanding principal amount of the Loan no longer exceeds the Interim Maintenance Base; and
(iiie) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 8.3, repay all Loans.
(b) , unless, pursuant to Section 8.3, only a portion of such Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty. No prepayment of principal of any Loans pursuant to clause (a), except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If of this Section 3.1 shall cause a reduction in the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RateCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Tranche A Loan, and each Tranche A Loan shall mature and be due and payable, on the Tranche A Availability Termination Date; PROVIDED, HOWEVER, that, as provided in SECTION 2.1.1(b), if (ai) no Event of Default has occurred and is continuing, (ii) the representations and warranties of the Borrower and its Subsidiaries are true and correct in all material respects and (iii) the Lender shall have received a certificate to that effect, the unpaid principal amount of the Tranche A Loans shall, on the Tranche A Availability Termination Date, not be due and payable but shall convert to a Term Loan. The Borrower shall repay in full the unpaid principal amount of each Loan upon the Stated Maturity DateDate applicable thereto. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED PROVIDED, HOWEVER, that
(Ai) any such prepayment shall be made PRO RATA among all Loans included in of the same Interest Period Notice, or if none, in the same Borrowingtype;
(Bii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three (3) but no more than five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative AgentLender (which notice is irrevocable) stating the date and amount of such prepayment and the type of Loan to be prepaid; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)50,000;
(iib) shall, on each date when any reduction in the any Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the case may be) by the Lender to the payment of all the aggregate unpaid principal amount of those Loans then outstanding and then to the payment of the then Letter of Credit Outstandings) equal to the excess, if any, of the aggregate, aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over the such Commitment Amount as so reduced;
(c) shall make prepayments as specified in SECTION 3.1.2;
(d) shall, if Tranche A Loans have been converted to a Term Loan pursuant to the terms and conditions hereof, on each Quarterly Payment Date after the Tranche A Availability Termination Date, make a payment in an amount equal to that necessary to amortize the principal of all Tranche A Loans that have been converted into a Term Loan equally over the remaining Quarterly Payment Dates and the Stated Maturity Date that is applicable to Tranche A Loans;
(e) shall pay on the Stated Maturity Date applicable to the Tranche B Loan the amount necessary to repay in full the entire amount of the Tranche B Loan; and
(iiif) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 9.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.29.3, repay all Loans.
(b) , unless, pursuant to SECTION 9.3, only a portion of all Loans is so accelerated. Each payment or prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
, and shall be applicable, to the extent of such prepayment, in the inverse order of maturity. No voluntary prepayment of principal of any Loans or any prepayment pursuant to the preceding CLAUSE (c) Unless the Borrower or shall cause a reduction in any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunderAmount.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
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Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Loan upon Advance on the Stated Maturity Date. Prior thereto, the Borrower:
(ia) maymay voluntarily prepay all or any portion of the aggregate outstanding Advances, from time to time on any Business Day, make a voluntary prepayment, either in whole or in part, together with the related Yield Maintenance Fee, from funds available for distribution to the Borrower pursuant to clause “Eleventh” of Section 5.2(b) and/or from funds available to the outstanding principal amount Borrower from any capital contribution or other source of any Loansfunding obtained by the Borrower that is not expressly prohibited by this Loan Agreement; PROVIDED that
(A) any provided, however, that no such prepayment shall be made PRO RATA among all Loans included in constitute the same Interest Period Notice, or if none, in the same Borrowingpayment of Required Amortization;
(Bb) all shall apply the Net Proceeds of any sales made pursuant to Section 2.7 to repay Advances (in the inverse order of maturity) by depositing such voluntary prepayments shall require at least three Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to Net Proceeds into the Administrative Agent’s Account; andprovided, however, that no such prepayment shall constitute the payment of Required Amortization; provided, further, that such Net Proceeds shall first be applied to the payment of any applicable Yield Maintenance Fee, then interest accrued on such Advances, and then the repayment of Advances (in the inverse order of maturity).
(C) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(iiic) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 10.2, repay all Loans.such Advances and all other Obligations (including, without limitation, the Yield Maintenance Fee) within one (1) Business Day of the Administrative Agent’s delivery of notice of such acceleration to the Borrower ;
(bd) Each prepayment of any Loans made pursuant to this Section shall be without premium or penaltyshall, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
within thirty 30 days after (i) if the Borrower failed number of Pledged Policies is less than or equal to make such paymentfifty (50), each Lender shall forthwith on demand repay to or (ii) the Administrative Agent the cumulative face amount of such assumed payment made available the Pledged Policies is less than or equal to such Lender$125,000,000, together with interest thereon in respect of each day from repay all the Advances and including all other Obligations (including, without limitation, the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds RateYield Maintenance Fee); and
(iie) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand each Distribution Date, repay the Advances from Available Amounts in accordance with the Priority of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds RatePayments.
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Repayments and Prepayments. (a) The Borrower shall repay make payment in full the of all unpaid principal amount and accrued and unpaid interest of each Loan upon on the Stated Maturity Commitment Termination Date. Prior thereto, the Borrower
: (ia) may, from time to time on any Business Dayafter the Non-Call Period pursuant to a Notice of Reduction, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that
(A) any , together with all accrued and unpaid interest thereon, and, upon such prepayment shall in whole, all unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment and all other Obligations (other than unmatured contingent indemnification obligations); provided that: (i) no such prepayment of any Borrowing of Loans may be made PRO RATA among all Loans included which, after giving effect thereto, would result in the same Interest Period Notice, aggregate outstanding principal amount of such Loans being less than $1,000,000 (unless repaid in full) or if none, in the same Borrowing;
other than an integral multiple of $1,000,000; (Bii) all each such voluntary prepayments prepayment shall require at least three (3) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for such Loans, two Business Days') prior written notice to the Administrative Agent; and
(Ciii) all each such voluntary partial prepayments prepayment shall be in an aggregate a minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(ii) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION 2.2, make mandatory prepayment of all Loans equal to the excessor, if anyless, of the aggregate, outstanding principal amount of all Loans over then outstanding); (iv) a prepayment on a day other than the last day of the Fixed Period for such Loan shall in all cases be subject to the requirements of Section 3.8; and (v) no such voluntary prepayment shall be made unless, simultaneously with the prepayment, a proportionate amount of Preferred Stock is redeemed so that the ratio of the outstanding principal amount of the Loans to the Total Maximum Commitment Amount as so reduced; andprior to such prepayment shall be equal to the ratio of the outstanding principal amount of the Loans to the Total Maximum Commitment after giving effect to such prepayment.
(b) shall, if the Borrower is not in compliance with any Portfolio Limitation as of any trade date relating to any purchase of a Fund Investment (other than a purchase of Cash Equivalents) after the Effective Date, within five (5) Business Days after such date either (i) deposit Cash into the Custodial Account and/or (ii) sell or otherwise dispose of Fund Investments and/or (iii) purchase and pledge additional Fund Investments in an amount sufficient to be in compliance with such Portfolio Limitation. Notwithstanding the foregoing, if any Portfolio Limitation would not be satisfied with respect to the Borrower's proposed purchase of a Fund Investment after the Effective Date, the purchase may be made so long as the relevant Portfolio Limitations would be maintained or improved after giving effect to such purchase; (c) shall, upon the occurrence of an Excess Date, promptly notify the Administrative Agent in writing (which shall notify the Lender) of such Excess Date and, on the Business Day immediately following such Excess Date, shall furnish to the Administrative Agent a statement showing all committed purchases and sales of Fund Investments, the scheduled settlement dates therefor and the purchase and sale prices applicable thereto and any anticipated additions of Cash to the Custodial Account. Within five (5) Business Days of such Excess Date, the Borrower shall, at its option, either: (i) prepay the Loans (or portions thereof) (together with interest accrued on the Loans (or portions thereof) prepaid) in such amounts or take such other actions (including depositing Cash proceeds from any sale or other disposition of a Fund Investment into the Custodial Account) as shall be necessary so that the Borrower shall be in compliance with the Asset Value Tests; or (ii) (A) provide a written statement to the Administrative Agent (which shall provide a copy to the Lender) showing projected compliance with the Asset Value Tests within ten (10) Business Days of such Excess Date (and continuing compliance during the remainder of such ten Business Day period) based upon all committed purchases and sales of Fund Investments, all anticipated additions of Cash to the Custodial Accounts and all anticipated prepayments of Loans to be completed within such ten (10) Business Days, and (B) prepay the Loans (or portions thereof) (together with interest accrued on the Loans (or portions thereof) prepaid) within fifteen (15) Business Days of such Excess Date in such amounts or take such other actions (including depositing Cash proceeds from any sale or other disposition of a Fund Investment into the Custodial Account) as shall be necessary so that the Borrower shall be in compliance with the Asset Value Tests; provided that for purposes of this Section 3.3(c), an "Excess Date" shall occur when the Borrower is not in compliance with both Asset Value Tests on any of the following dates: (i) any trade date relating to any Fund Investment (other than Cash Equivalents), (ii) the last Business Day of each week and (iii) any Determination Date; provided, further, that upon its reasonable, good faith belief that an Excess Date could reasonably be expected to imminently occur, the Borrower may deliver upon at least one Business Day and not more than three Business Days prior written notice a Notice of Reduction to the Administrative Agent and prepay the Loans (or portions thereof) (together with interest accrued on the Loans (or portions thereof) prepaid) in such amounts as the Borrower reasonably determines shall be necessary so that the Borrower remains in compliance with both Asset Value Tests; and (d) shall, immediately upon any acceleration of the Stated Maturity Date maturity of any Loans pursuant to SECTION 8.2 or 8.3 or Sections 7.2 and/or 7.3 as required by the mandatory repayment terms of any Loans pursuant to SECTION 9.2the Pledge Agreement, repay all Loans.
(b) . Each repayment and prepayment of any Loans made pursuant to this Section 3.3 shall be without premium or penalty, except as may be otherwise required by SECTION 4.4.
this Agreement (cincluding Section 3.8). Any Loans prepaid pursuant to Section 3.3(c) Unless the Borrower or any Lender has notified the Administrative Agent prior may be reborrowed, subject to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled theretoSection 3.1.1. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.Section
Appears in 1 contract
Samples: Credit Agreement (Apollo Senior Floating Rate Fund Inc.)
Repayments and Prepayments. (a) The Borrower shall repay in full -------------------------- the unpaid principal amount of each Loan upon the Stated Maturity DateDate therefor. Prior thereto, the Borrower
(ia) may, from time to time on any Business Day, may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; PROVIDED that, provided, however, that -------- -------
(Ai) any such prepayment shall be made PRO RATA pro rata among all Loans included in of --- ---- the same type and, if applicable, having the same Interest Period Notice, or if none, in the same Borrowingof all Lenders;
(Bii) no such prepayment of any Fixed Rate Loan may be made on any day other than the last day of the Interest Period for such Loan unless the Borrower complies with Section 4.4 in respect thereof; -----------
(iii) all such voluntary prepayments shall require require, in the case of LIBO Rate Loans, at least three Business Days' (orprior written notice and, if such prepayment is to be made on in the last day case of an Interest Period for such Base Rate Loans, two at least one Business Day's prior written notice, and in either case not more than five Business Days') ' prior written notice to the Administrative Agent; and
(Civ) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a multiple integral multiples of $1,000,000 (or the remaining amount of the Loans being prepaid)500,000;
(b) shall, on each date when the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Available Commitment Amount, make a mandatory prepayment of all the Loans and, if necessary, give cash collateral to the Administrative Agent pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess;
(c) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to SECTION Section 2.2, make a mandatory ----------- prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Available Commitment Amount as so reduced; and
(iiid) shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to SECTION Section 8.2 or 8.3 or the mandatory repayment of any Loans pursuant to SECTION 9.2Section 8.3, repay all the ----------- ----------- Loans, unless, pursuant to Section 8.3, only a portion of all Loans is so ----------- accelerated (in which case the portion so accelerated shall be so paid). the principal amount thereof being maintained as Base Rate Loans, and second, to ------ the principal amount thereof being maintained as LIBO Rate Loans.
(b) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by SECTION 4.4.
(c) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment to be made by it is due, that it does not intend to remit such payment, the Administrative Agent may, in its sole and absolute discretion, assume that the Borrower or the Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion and in reliance thereon, make available such payment to the Person entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate; and
(ii) if any Lender failed to make such payment, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify the Borrower, and the Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, (A) from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) from the Borrower, at a rate per annum equal to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Administrative Agent or any Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by the Borrower, each Lender shall, on demand of the Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the daily Federal Funds Rate.
Appears in 1 contract
