Voluntary prepayment of Facility C Loans. (a) The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Facility C Lenders may agree) prior notice, prepay the whole or any part of a Facility C Loan, in an aggregate amount that reduces the amount of that Facility C Loan by a minimum amount of S$25,000,000 provided that on the same date, the Borrower prepays the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: (i) the numerator of such fraction is the amount by which the Facility C Loans is to be prepaid under this Clause 8.10; and (ii) the denominator of such fraction is the amount of all Facility C Loans immediately prior to such prepayment. (b) The requirement to prepay the Facility A Loans concurrently with any prepayment of the Facility C Loans (a “Facility C Prepayment”) under paragraph (a) above shall not apply if: (i) no Event of Default has occurred and is continuing; and (ii) on the date of the Facility C Prepayment: (A) the Debt (but without taking into account the effect that Facility C Prepayment) as of the last Relevant Date falling on or before the date of that Facility C Prepayment; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio. (c) Any prepayment under this Clause 8.10 shall, without prejudice to anything in paragraph (b) of Clause 7.3 (Repayment of Facility C Loans), satisfy the obligations under Clause 7.3 (Repayment of Facility C Loans) in such manner as the Facility C Lenders may agree. (d) No Lender may refuse or waive any prepayment under this Clause 8.10. (e) The Borrower may, in relation to a notice given under paragraph (a) above: (i) revoke that notice; or (ii) impose any conditions in respect of the prepayment to which that notice relates (it being understood that the prepayment will occur, without any requirement to deliver a further prepayment notice under paragraph (a), on the date the relevant conditions are satisfied), provided that any such revocation or imposing of conditions by the Borrower shall not limit its obligations under this Agreement.
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Samples: Second Amendment and Restatement Agreement (Las Vegas Sands Corp), Facility Agreement (Las Vegas Sands Corp)
Voluntary prepayment of Facility C Loans. (a) The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Facility C Lenders may agree) prior notice, prepay the whole or any part of a Facility C Loan, in an aggregate amount that reduces the amount of that Facility C Loan by a minimum amount of S$25,000,000 provided that on the same date, the Borrower prepays the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where:
(i) the numerator of such fraction is the amount by which the Facility C Loans is to be prepaid under this Clause 8.10; and
(ii) the denominator of such fraction is the amount of all Facility C Loans immediately prior to such prepayment.
(b) The requirement to prepay the Facility A Loans concurrently with any prepayment of the Facility C Loans (a “Facility C Prepayment”) under paragraph (a) above shall not apply if:
(i) no Event of Default has occurred and is continuing; and
(ii) on the date of the Facility C Prepayment:
(A) the Debt (but without taking into account the effect of that Facility C Prepayment) as of the last Relevant Date falling on or before the date of that Facility C Prepayment; to:
(B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.
(c) Any prepayment under this Clause 8.10 shall, without prejudice to anything in paragraph (b) of Clause 7.3 (Repayment of Facility C Loans), satisfy the obligations under Clause 7.3 (Repayment of Facility C Loans) in such manner as the Facility C Lenders may agree.
(d) No Lender may refuse or waive any prepayment under this Clause 8.10.
(e) The Borrower may, in relation to a notice given under paragraph (a) above:
(i) revoke that notice; or
(ii) impose any conditions in respect of the prepayment to which that notice relates (it being understood that the prepayment will occur, without any requirement to deliver a further prepayment notice under paragraph (a), on the date the relevant conditions are satisfied), provided that any such revocation or imposing of conditions by the Borrower shall not limit its obligations under this Agreement.
Appears in 1 contract
Voluntary prepayment of Facility C Loans. (a) The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Facility C Lenders may agree) prior notice, prepay the whole or any part of a Facility C Loan, in an aggregate amount that reduces the amount of that Facility C Loan by a minimum amount of S$25,000,000 provided that on the same date, the Borrower prepays the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where:
(i) the numerator of such fraction is the amount by which the Facility C Loans is to be prepaid under this Clause 8.10; and
(ii) the denominator of such fraction is the amount of all Facility C Loans immediately prior to such prepayment.
(b) The requirement to prepay the Facility A Loans concurrently with any prepayment of the Facility C Loans (a “Facility C Prepayment”) under paragraph (a) above shall not apply if:
(i) no Event of Default has occurred and is continuing; and
(ii) on the date of the Facility C Prepayment:
(A) the Debt (but without taking into account the effect of that Facility C Prepayment) as of the last Relevant Date falling on or before the date of that Facility C Prepayment; to:
(B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.. WTL/1019005126/Third Amended and Restated FA
(c) Any prepayment under this Clause 8.10 shall, without prejudice to anything in paragraph (b) of Clause 7.3 (Repayment of Facility C Loans), satisfy the obligations under Clause 7.3 (Repayment of Facility C Loans) in such manner as the Facility C Lenders may agree.
(d) No Lender may refuse or waive any prepayment under this Clause 8.10.
(e) The Borrower may, in relation to a notice given under paragraph (a) above:
(i) revoke that notice; or
(ii) impose any conditions in respect of the prepayment to which that notice relates (it being understood that the prepayment will occur, without any requirement to deliver a further prepayment notice under paragraph (a), on the date the relevant conditions are satisfied), provided that any such revocation or imposing of conditions by the Borrower shall not limit its obligations under this Agreement.
Appears in 1 contract
Samples: Third Amendment and Restatement Agreement (Las Vegas Sands Corp)