Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have may, at its option, prepay the right Debt in full or in part at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, howeverthat, that (iA) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to is continuing as of the date of the applicable prepayment (other than for any Revolving Loan prepayment in connection with a Default Release or the prepayment of a Defaulting Lender.
the Debt in full in accordance with Section 2.7(c) hereof); (bB) Voluntary prepayments of Term Loans Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be applied against the remaining scheduled installments of principal due in respect revocable and subject to modification) (a “Prepayment Notice”) of the Term Loans under Section 2.11 as directed by amount of the Borrower.
(c) Each notice of prepayment shall specify the prepayment date Loan that Borrower intends to prepay and the intended date of prepayment; (C) intentionally omitted; and (D) Borrower pays Lender, in addition to the outstanding principal amount of each Borrowing (or portion thereof) the Loan to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by (x) all interest which would have accrued on the amount stated therein on of the date stated thereinDebt to be prepaid through and including the last day of the Interest Accrual Period during which such prepayment occurs (all such interest payable under this clause (x), the “Additional Interest”); provided(y)
(I) all other sums due and payable under this Agreement, howeverthe Note, that and the other Loan Documents (if any) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Xxxxxx in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if such prepayment is for all of occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued due and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayable. Notwithstanding anything to the contrary contained in this AgreementSection 2.7(a), the Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any such notice reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment if made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mortgage Loan and Mezzanine A Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedMortgage Loan and Mezzanine A Loan.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Voluntary Prepayment. (a) The i. Subject to the concurrent payment of the Applicable Premium, if any, the Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender1,000,000.
(b) ii. Voluntary prepayments of Term Loans under Section 2.12(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the BorrowerBorrower and, absent such direction, in direct order of maturity.
(c) iii. Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for would have resulted from a refinancing of all or any part of the then outstanding Loans, which refinancing shall not be consummated or shall otherwise by delayed, then the Borrower may revoke such notice as provided below by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to payment and the contrary contained in this AgreementApplicable Premium, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedany.
Appears in 1 contract
Samples: Credit Agreement (Energy & Exploration Partners, Inc.)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar EurodollarSOFR Loans or RFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment of a Borrowing denominated in Dollars shall be in an amount that is an integral multiple of $500,000 and not less than $£1,000,000, each partial prepayment of a Borrowing denominated in EUR shall be in an amount that is an integral multiple of €500,000 and not less than €1,000,000 and each partial payment of a Borrowing denominated in Sterling shall be in an amount that is an integral multiple of £500,000 and not less than £1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a)election, such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date date, the Tranche being prepaid (which at the discretion of the Borrower may be Initial Revolving Loans, 2020 Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans or Specified Refinancing Loans and/or a combination thereof) and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or other transaction) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that that, if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided provided, further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extensionextension of EURIBO Rate Loans. All prepayments under this Section 2.12 shall be subject to Section 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments . Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied against to the remaining scheduled installments of principal due in respect of the amortization payments relating to such Term Loans under Section 2.11 as directed elected by the Borrower.
(cb) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such notices states that the prepayment is for all contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or any other specified event (including, but not limited to, the then outstanding Loansoccurrence of any Asset Sale or Change of Control), then the Borrower may may, if the specified condition is not satisfied, (x) revoke such notice as provided below and/or (y) extend the prepayment date by not more than five (5) Business DaysDays (in the case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified date); provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior following written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Term SOFR Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (ix) each partial prepayment shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum and (iiy) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:
(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;
(ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;
(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;
(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;
(v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and
(vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries.
(vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then have, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.
(c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as directed specified by the Borrowerapplicable Term Borrower or Term Borrowers.
(cd) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding LoansLoans of a Class, then the applicable Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Daysdate; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.16 Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 2.12(a) (other than prepayments of ABR Daily Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(e) If, prior to the contrary contained in this Agreementdate that is six months after the 2021 Specified Refinancing and Incremental Amendment Effective Date, (i) all or any portion of the Tranche B-3 U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence by Holdings, the Borrower may rescind Borrowers or any of their subsidiaries of any broadly syndicated dollar-denominated long-term term “B” credit facility that is secured on a pari passu basis with the Tranche B-3 U.S. Term Loans and the all-in-yield (as determined by the Administrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such notice financing, and without taking into account any fluctuations in the Adjusted Term SOFR) of prepayment if such prepayment would have resulted from a refinancing secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the full amount Tranche B-3 U.S. Term Loans or (ii) a Tranche B-3 U.S. Term Lender must assign its Tranche B-3 U.S. Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the Credit Facilitiesinterest rate margins (or other pricing-related terms) then in effect with respect to such Tranche B-3 U.S. Term Loans then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the U.S. Borrowers equal to 1.0% of the principal amount thereof; provided that, which refinancing in each case, such fee shall only be payable if the primary purpose (as determined by Holdings in good faith) of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the all-in-yield of the Tranche B-3 U.S. Term Loans; provided further that this Section 2.12(e) shall not be consummated apply to any prepayment of the Tranche B-3 U.S. Term Loans upon the occurrence of a Change in Control or shall otherwise be delayedan acquisition or investment the aggregate consideration for which exceeds $125,000,000.
Appears in 1 contract
Voluntary Prepayment. Prepayment The Borrowers shall have the right, upon giving the Bank not less than ten (10) Banking Days’ notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrowers to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that:
(a) The Borrower shall have the right at any time and from time to time giving of such notice by the Borrowers will irrevocably commit the Borrowers to prepay any Borrowing, such amount as stated in whole or such notice;
(b) such prepayment may take place only on the last day of an Interest Period in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in respect of the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; Loan provided, however, that if the Borrowers shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) each partial prepayment shall the Borrowers will pay in addition to the amount to be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at prepaid, any such sum as may be payable to the Borrower’s election in connection with any prepayment of Revolving Loans Bank pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.Clause 10.1;
(c) Each each such prepayment shall be equal to $500,000 (Five hundred thousand Dollars) or a whole multiple thereof or the balance of the Loan, provided however, that if the balance of the Loan after such prepayment is to be less than $500,000 then the Borrowers shall be obliged to repay the Loan in full;
(d) any prepayment of less than the whole of the Loan will be applied towards payment of the outstanding Repayment Instalments in inverse order of their due dates of payment;
(e) every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower Borrowers to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(f) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of and
(g) the then outstanding Loans, then Borrowers may not prepay the Borrower may revoke such notice Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement. Prepayment indemnity If the Borrowers shall, subject always to Clause 4.2(a), make a prepayment on a Banking Day other than the Borrower may rescind any such notice last day of prepayment if such prepayment would have resulted from a refinancing an Interest Period in respect of the full amount whole of the Credit FacilitiesLoan, it shall, in addition to the amount prepaid and accrued interest, pay to the Bank any amount which refinancing shall not be consummated or shall otherwise be delayedthe Bank may certify is necessary to compensate the Bank for any Break Costs incurred by the Bank as a result of the making of the prepayment in question.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time right, upon giving the Bank not less than five (5) Banking Days’ notice in writing, to prepay any Borrowing, part or all of the Loan in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Borrower to the date of prepayment in the case of ABR Loans, Bank hereunder or pursuant to the Administrative Agent before 12:00 other Security Documents and all interest accrued thereon, provided that:
(noon), New York City time; provided, a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice;
(b) such prepayment may take place only on the last day of an Interest Period in respect of the Loan provided however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the reasonable discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial prepayment shall be equal to $900,000 (Nine hundred thousand Dollars) or the equivalent thereof in an amount that the Optional Currency at which the Loan is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with time denominated or a whole multiple thereof or the balance of the Loan;
(d) any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event less than the whole of Default then exists, the Loan will be applied to any Revolving Loan towards satisfaction first of a Defaulting Lender.the Balloon Instalment and then the outstanding Repayment Instalments in the inverse order of maturity;
(be) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(f) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(g) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
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Voluntary Prepayment. (a) The Subject to the concurrent payment of the Applicable Premium, the Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary prepayments of Term Loans under Section 2.12(a) shall be applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower2.11.
(c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, howeverthat a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other incurrences or issuance of Indebtedness, that in which case such notice may be revoked by the provisions of Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.16 shall apply 2.12 (including with respect to any such revocation or extension) shall be subject to Section 2.16. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 accompanied by (other than prepayments of ABR Revolving Loans that are not made in connection with i) the termination or permanent reduction concurrent payment of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to payment and (ii) the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedApplicable Premium.
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Voluntary Prepayment. Except for required principal amortization pursuant to Section 2.5, Borrower may not prepay all or any part of the principal balance of the Loan until January 1, 2002; provided, that prior to January 1, 2002 the entire then-remaining balance of the Loan may be prepaid in whole, but not in part, upon not less than ten (a10) The days prior notice in the event, but only in the event, that substantially all of the assets of, or stock and partnership interests in, Holdings and (directly, or indirectly through the transfer of ownership of Holdings) Borrower shall are sold to a Person (or affiliated group of Persons) not currently affiliated with Holdings and Borrower in a single, bona fide, arms-length transaction, provided that such prepayment is accompanied by the payment of (1) all interest accrued but unpaid on the Loan, (2) all Breakage Costs, if any, with respect to such prepayment, as determined by Lender, (3) the Additional Fee and all other sums due hereunder or under the other Loan Documents through the date of such prepayment, and (4) an additional yield maintenance payment in an amount equal to the interest which would have accrued and become payable on the right Loan (had the Loan not been prepaid) covering the period commencing on the date of such prepayment through January 1, 2002 (assuming all Monthly Amortization Amounts had been paid when due during the course of such period, but assuming no other prepayments of the Loan occurred) at any time and a rate of interest equal to the weighted average Applicable Interest Rate from time the initial funding of the Loan to time to prepay any Borrowingthe date of such prepayment. On or after January 1, 2002, provided no Event of Default exists, the principal balance of the Note may be prepaid in whole or in part, upon at least three Business Days’ prior provided that (i) written or fax irrevocable notice of such prepayment specifying the intended date of prepayment is received by Lender not more than sixty (or telephone notice promptly confirmed by written or fax notice60) in the case of Eurodollar Loans, or written or fax notice days and not less than ten (or telephone notice promptly confirmed by written or fax notice10) at least one Business Day days prior to the date of prepayment in the case of ABR Loanssuch prepayment, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, must be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed accompanied by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein all interest accrued but unpaid on the date stated therein; providedLoan, however, that if (iii) such prepayment is for must also be accompanied by all of the then outstanding LoansBreakage Costs, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided furtherif any, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 prepayment, as determined by Lender, and (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitmentsiv) shall such prepayment must also be accompanied by accrued the Additional Fee and unpaid interest on all other sums due hereunder or under the principal amount to be prepaid to but excluding other Loan Documents through the date of paymentsuch prepayment. Notwithstanding anything to the contrary contained herein or in the Note, any notice of prepayment pursuant to this AgreementSection 2.7(a) shall be irrevocable and the principal balance of the Note specified for prepayment in such notice shall be absolutely and unconditionally due and payable on the date specified in such notice, the unless (i) Borrower may rescind any revokes such notice of prepayment if in writing at least five (5) days prior to the date designated as the prepayment date in such prepayment would have resulted from a refinancing notice of the full amount prepayment, and (ii) pays all of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedLender's costs and expenses incurred related to such prospective prepayment.
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Voluntary Prepayment. (a) The Borrower shall have the right at right, upon giving the Bank not less than Ten (10) Banking Days’ notice in writing, to prepay, without any time penalty or fee, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrower to time the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that:
(a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay any Borrowing, such amount as stated in whole or in part, upon at least three Business Days’ prior written or fax notice such notice;
(or telephone notice promptly confirmed by written or fax noticeb) in such prepayment may take place only on the case last day of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior an Interest Period relating to the date whole of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; Loan provided, however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial prepayment shall be in an equal to the amount that is an integral multiple of $500,000 1,000,000 (One million Dollars) or a whole multiple thereof or the balance of the Loan and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, will be applied to any Revolving Loan by the Bank in or towards first the Balloon Instalment and then the Repayment Instalments, in the inverse order of a Defaulting Lender.their due dates of payment;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(e) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(f) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
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Samples: Loan Agreement (StealthGas Inc.)
Voluntary Prepayment. Without prejudice to Section 2.11(b) (Increased Costs), Section 2.15 (Taxes), Section 2.17 (Illegality of Participation) and Section 5.05 (Insurance Covenants):
(a) The Borrower shall have the right at Borrowers may prepay on any time and from time to time to prepay Interest Payment Date all or any Borrowingpart of the Loan, in whole or in part, upon at least three Business Days’ on not less than 30 days prior written or fax notice to IFC, but only if: (or telephone notice promptly confirmed i) the Borrowers simultaneously pay all accrued interest and Increased Costs (if any) on the amount of the Loan to be prepaid, together with the prepayment premium specified in Section 2.07A(b), and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date; (ii) for a partial prepayment, that prepayment is an amount not less than $2,000,000; and (iii) if requested by written or fax notice) in IFC, the case of Eurodollar LoansBorrowers deliver to IFC, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loansprepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) prepayment have been obtained and each partial prepayment shall be of such Authorizations is in an amount that is an integral multiple of $500,000 full force and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lendereffect.
(b) Voluntary prepayments On the date of Term Loans any prepayment of the Loan in accordance with Section 2.07A(a), the Borrowers shall pay a prepayment premium consisting of an amount in Dollars equal to the relevant percentage of the amount to be prepaid, such percentage being determined as follows: (i) on or prior to June 15, 2013, two per cent (2%); and (ii) thereafter, one per cent (1%). The determination by IFC of the prepayment premium shall be applied against final and conclusive and bind the remaining scheduled installments Borrowers (unless the Borrowers show, to the satisfaction of principal due in respect of the Term Loans under Section 2.11 as directed by the BorrowerIFC, that such determination involved manifest error).
(c) Each Amounts of principal prepaid under this Section shall be applied by IFC to the then outstanding installments of principal of the Loan in inverse order of maturity.
(d) Upon delivery of a notice of prepayment in accordance with Section 2.07A(a), the Borrowers shall specify make the prepayment date and in accordance with the terms of that notice.
(e) Any principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments Loan prepaid under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower 2.07A may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedre-borrowed.
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Voluntary Prepayment. (a) The Subject to payment of any applicable premium as set forth in paragraph (e) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Eurocurrency Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment before 12:00 (noon), New York City time, in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeAgent; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender1,000,000.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans or repurchases of Loans permitted by any other provision of this Agreement (including, without limitation, Section 9.04(l)), so long as no Default or Event of Default has occurred and is continuing, Parent, the Borrower, Affiliates of the Borrower or any Affiliated Lender (excluding Debt Fund Affiliates) (each, a “Repurchaser”) may repurchase outstanding Loans pursuant to this Section 2.12(c) on the following basis:
(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Lenders of the related Class) of the Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Loans at issue that represents the range of purchase prices that could be paid in the Auction;
(ii) In connection with any Auction, each Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Loans which must be in increments of $1,000,000 or in an amount equal to the Lender’s entire remaining amount of such Loans (the “Reply Amount”). Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an assignment agreement substantially in the form of Exhibit B-2 (an “Affiliated Lender Assignment and Acceptance”) in lieu of an Assignment and Acceptance;
(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Loans (or the respective portions thereof) from each Lender with a Reply Discount reflecting a discount from par that is equal to or greater than that of the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;
(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction or as specified in the Auction Notice. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;
(v) With respect to all repurchases made by Parent, the Borrower or a Restricted Subsidiary pursuant to this Section 2.12(c) or pursuant to Section 9.04(l), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12(c) in an amount equal to the aggregate principal amount of such Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 or Section 2.18; and
(vi) repurchases by the Repurchaser of Loans pursuant to this Section 2.12(c) shall be subject to the following conditions: (1) the Auction is open to all Lenders of the applicable Class on a pro rata basis, (2) no proceeds of Revolving Facility Loans may be used to effect such repurchase (3) none of the Borrower, the Sponsor nor any Affiliated Lender shall be required to make a representation that it is not in possession of any MNPI, (4) any Loans purchased by Parent or any of its Restricted Subsidiaries pursuant to this Section 2.12(c) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (5) by acquiring a Term Loan pursuant to this Section 2.12(c), the Repurchaser shall be deemed to have waived its right to receive information prepared by the Administrative Agent or any Lender (or any advisor, agent or counsel thereof) under or in connection with the Loan Documents (in each case to the extent not provided to the Loan Parties) and attend any meeting or conference call with the Administrative Agent or any Lender where the Loan Parties or Affiliated Party has not been invited, (6) notwithstanding anything to the contrary in the definition of “Required Lenders”, or in Section 9.08(b), no Affiliated Lender shall be entitled to vote any Term Loans in any “Required Lender” vote pursuant to the terms of this Agreement or any other Loan Document (it being understood that the holder of such Term Loans shall have the right to consent to votes requiring the consent of “each Lender” or “each Lender directly adversely affected thereby” pursuant to Section 9.08(b) or otherwise), and for purposes of any such vote such Term Loans shall be deemed to have been voted in proportion to the votes of the other Lenders and (7) the aggregate principal amount of Term Loans held by the Affiliated Lenders at any time shall not exceed, in the aggregate, 25% of the aggregate outstanding principal amount of the Term Loans.
(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent not later than 12:00 (noon), New York City time, on or prior to the specified effective date) if such prepayment condition is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Dayssatisfied; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(e) If, on or prior to the contrary contained date that is six months after the Closing Date, (i) all or any portion of the Term Loans is prepaid under Section 2.12(a) out of the proceeds of a substantially concurrent incurrence of long-term secured term loan financing that is marketed or syndicated to banks and other institutional investors and the effective yield (as determined by the Administrative Agent consistent with generally accepted financial practice and, in this Agreementany event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the Term Loans or (ii) a Lender must assign its Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce any of the interest rate margins (or other pricing-related terms) then in effect with respect to such Term Loans, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of Term Loans so prepaid or assigned, as the case may rescind any such notice be, on the date of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedassignment.
Appears in 1 contract
Voluntary Prepayment. The Borrower may prepay the Loan in whole or part (on any Interest Payment Date without premium or penalty), Provided that:
(a) The Borrower the Bank shall have received from the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Borrower not less than five (5) Banking Days’ prior written or fax notice (which shall be irrevocable) of its intention to make such prepayment and specifying the amount and date on which such prepayment is to be made, and the Bank will notify the Bank promptly upon receiving any such notice;
(b) any Advance or telephone notice promptly confirmed by written or fax noticepart thereof which is prepaid (and not cancelled) may be re-borrowed subject to the re-borrowing not resulting in the case aggregate amount of Eurodollar Loansthe Advances (including the Advance to be re-borrowed) exceeding the amount of the Facility at the relevant time or such lower amount as a result of any cancellation of the Facility pursuant to this;
(c) each prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and all other sums payable thereon under the terms of this Agreement and, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior if such prepayment is not made on the last day of an Interest Period relating to the date of amount prepaid, together with any sums payable pursuant to Clause 10 but without premium or penalty;
(d) if any consent and authorisations are required in connection with any prepayment under this Agreement, the Borrower shall obtain any consents and authorisations which are required in the case of ABR Loans, to the Administrative Agent before 12:00 relation thereto;
(noon), New York City time; provided, however, that (ie) each partial prepayment shall be in an equal to the amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against Reduction/Repayment Instalment or a whole multiple thereof or the remaining scheduled installments of principal due in respect balance of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.Loan;
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Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any BorrowingLoan, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender2,000,000.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 2.08(a) as directed by the BorrowerBorrower in writing; provided that such voluntary prepayment shall be applied pro rata between the Loans and the Other Loans.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Loan by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided , provided, further, however, that if Borrower shall revoke or extend the provisions prepayment date, from and including the date on which such prepayment would have been made until the earlier of Section 2.16 (A) such time as such prepayment is made or (B) the last day of the then applicable Interest Period, the Loans shall apply with respect to any such revocation or extensionaccrue interest at the Alternate Base Rate plus the Applicable Margin. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.09 shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to , (ii) the contrary contained in this Agreement, applicable Payment Premium and (iii) any other amounts then due and payable by the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of Loan Parties (including amounts payable under Section 2.19) under the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Rentech Inc /Co/)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment of a Borrowing denominated in Dollars shall be in an amount that is an integral multiple of $500,000 and not less than $£1,000,000, each partial prepayment of a Borrowing denominated in EUR shall be in an amount that is an integral multiple of €500,000 and not less than €1,000,000 and each partial payment of a Borrowing denominated in Sterling shall be in an amount that is an integral multiple of £500,000 and not less than £1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a)election, such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or other transaction) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
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Voluntary Prepayment. (a) The Borrower Co-Borrowers shall have the right at any time and from time to time be permitted to prepay all or any Borrowingportion of the Advances, in whole each case, without premium or in part, upon at least three Business Days’ prior written or fax notice penalty (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior except with respect to the date calculation of prepayment the applicable Redemption Price and for prepayments made pursuant to Section 2.1.3(b) which are made in the case connection with a Change of ABR Loans, to the Administrative Agent before 12:00 (noonControl), New York City time; provided, however, that in an amount not less than the lesser of (i) each partial prepayment shall be in an the total amount that is an integral multiple of $500,000 and not less than $1,000,000 and Advances outstanding under this Agreement or (ii) at the Borrower’s election $1,000,000, in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall noteach case, so long as no Event (1) such Co-Borrower delivers written notice to each Lender of Default then existsits election to prepay the Advances (or any portion thereof) at least five (5) Business Days (or such lesser amount permitted by the Required Lenders in their reasonable discretion) prior to such prepayment and (2) such Co-Borrowers pay, on the date of such prepayment (x) the Redemption Price for the principal amount to be applied prepaid, plus accrued and unpaid interest on such principal amount to be prepaid, and (y) all other sums, if any, that shall have become due and payable hereunder in connection with such principal amount to be repaid; provided that a notice of the prepayment delivered by any Co-Borrower may state that such notice of prepayment is conditioned upon the occurrence of other events, in which case such notice may be revoked by such Co-Borrower (by notice to each Lender on or prior to the specified effective date of such event) if such condition is not satisfied; provided, further that with respect to any Revolving Loan prepayments made pursuant to Section 2.1.3(b) which are made in connection with a Change of a Defaulting Lender.
Control, the Co-Borrowers shall pay to the Lenders, without duplication, an amount equal to the sum of (bx) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of all outstanding principal due in respect of connection with the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Advances (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by plus accrued and unpaid interest on thereon plus (y) all other sums, if any, that shall have become due and payable hereunder in connection with such Advances (or portion thereof) plus (z) an amount equal to 1% of the aggregate principal amount to be prepaid to but excluding the date of paymentsuch Advances (or portion thereof).”
2.3 Section 2.1.4(a) (Interest Rate). Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing Section 2.1.4(a) of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.Loan Agreement is hereby amended and restated it in its entirety to read as follows:
Appears in 1 contract
Samples: Loan and Security Agreement (BlackSky Technology Inc.)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is (x) in the case of Eurodollar Loans, an integral multiple of $500,000 and not less than $1,000,000, and (y) in the case of ABR Loans, an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be allocated pro rata between the Term Loans and Other Term Loan, if any (based on their respective outstanding principal amounts) and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans under Section 2.11 Sections 2.11(a)(i) and (ii), respectively, following the date of such prepayment as directed by the BorrowerBorrower in the notice described in clause (a) above or, in the absence of any such direction, in direct order of maturity.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 Sections 2.05(e) (to the extent applicable) and 2.16, but otherwise may be made without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, not later than 12:00 (noon), New York City time, in the case of Eurodollar Eurocurrency Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment prepayment, in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 2,000,000 and (ii) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Default or Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:
(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans by providing written notice to the Administrative Agent (for distribution to the Term Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 with minimum increments of $1,000,000 (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;
(ii) In connection with any Auction, each Term Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;
(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans (or the respective portions thereof) from each Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;
(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;
(v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and
(vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (u) the Auction is open to all Term Lenders on a pro rata basis, (v) no Default or Event of Default has occurred or is continuing or would result therefrom, (w) the Repurchaser shall at the time of such repurchase affirm that it is not in possession of any material non-public information that (A) has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings or any of the Subsidiaries) or has not otherwise been disseminated in a manner making it available to investors generally and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings or any of the Subsidiaries or their respective securities, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries.
(c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Borrower or Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any Class under Section 2.11 as directed specified by the applicable Borrower or Borrowers; provided, however, that, following any Loan Modification Offer creating a Class of Other Term Loans, any voluntary prepayment of Term Loans involving such Class of Other Term Loans or the original Class of Term Loans from which such Class of Other Term Loans derived shall be allocated at least ratably to the original Class of Term Loans from which such Class of Other Term Loans derived (and may, at the Borrower’s discretion, be allocated more than ratably to such original Class of Term Loans, unless otherwise provided in the related Loan Modification Agreement).
(cd) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding LoansLoans of a Class, then the applicable Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.16 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 2.12(a) (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Credit Agreement (ASC Holdco, Inc.)
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior following written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of EurocurrencyTerm SOFR Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the DOCPROPERTY DPWPathText \* MERGEFORMAT #97135163v1 case of ABR Loans; provided, however, that (ix) each partial prepayment shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum and (iiy) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, Section 2.12 or any other provision of this Agreement and without otherwise limiting the Borrower may rescind any such notice rights in respect of prepayment if such prepayment would have resulted from a refinancing prepayments of the full Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:
(a) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Credit FacilitiesTerm Loans at issue that represents the range of purchase prices that could be paid in the Auction;
(e) If, which refinancing prior to the date that is six months after the 2021 Specified Refinancing and Incremental Amendment Effective Date, (i) all or any portion of the Tranche B-3 U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence by Holdings, the Borrowers or any of their subsidiaries of any broadly syndicated dollar-denominated long-term term “B” credit facility that is secured on a pari passu basis with the Tranche B-3 U.S. Term Loans and the all-in-yield (as determined by the Administrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO RateTerm SOFR) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the Tranche B-3 U.S. Term Loans or (ii) a Tranche B-3 U.S. Term Lender must assign its Tranche B-3 U.S. Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such Tranche B-3 U.S. Term Loans then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the U.S. Borrowers equal to 1.0% of the principal amount thereof; provided that, in each case, such fee shall only be payable if the primary purpose (as determined by Holdings in good faith) of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the all-in-yield of the Tranche B-3 U.S. Term Loans; provided further that this Section 2.12(e) shall not be consummated apply to any DOCPROPERTY DPWPathText \* MERGEFORMAT #97135163v1 prepayment of the Tranche B-3 U.S. Term Loans upon the occurrence of a Change in Control or shall otherwise be delayedan acquisition or investment the aggregate consideration for which exceeds $125,000,000.
Appears in 1 contract
Voluntary Prepayment. 4.3.1 The Borrower may voluntarily prepay one or more of the Loans at any time PROVIDED that:-
(a) The the Agent shall have received from the Borrower not less than seven (7) Business Days' notice (which once given shall be irrevocable) of its intention to make such prepayment specifying the date on which such prepayment is to be made;
(b) any such prepayment shall be made in Dollars; and
(c) the Borrower shall have pay to the right at any time Agent (i) the unpaid principal balance of each relevant Loan being prepaid, (ii) all interest on each relevant Loan being prepaid which has accrued to the date of actual prepayment and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice is unpaid and (or telephone notice promptly confirmed by written or fax noticeiii) the Make-Whole Amount and (iv) Expenses (if any) in respect of each relevant Loan being prepaid as certified in writing by the case Agent (which certificate shall be conclusive save for manifest error) providing reasonable details of Eurodollar Loans, or written or fax notice the computation of such Make-Whole Amount made in accordance with the provisions of Clause 4.3.2 and of the Expenses (or telephone notice promptly confirmed by written or fax noticeif any); and the Agent shall no later than six (6) at least one Business Day Days prior to the date on which such prepayment is to be made inform each of prepayment in the case Lead Managers of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple its receipt of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment 's notice of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderprepayment.
(b) Voluntary prepayments 4.3.2 On the request in writing of Term Loans shall be applied against the remaining scheduled installments Borrower for a conclusive determination of principal due the Make-Whole Amount in respect of the Term Loans a ten (10) Business Day period in which any prepayment under Section 2.11 as directed this Clause 4.3 (Voluntary Prepayment), or Clauses 4.4 (Prepayment following a Total Loss), 4.5 (Prepayment on Final Disposition), 4.6 (Prepayment on a Sub-Borrower Sale), 4.8 (Prepayment if not Leased) or 4.9 (Prepayment if Post-Delivery Modifications not Completed Within Post-Delivery Modification Period) may be made by the Borrower.
, the Agent shall, within ten (c10) Each notice Business Days of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidsuch request, shall be irrevocable and shall commit provide the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all with a certificate of its conclusive determination of the then outstanding Loans, then Make-Whole Amount (consistent with paragraphs (x) and (y) of the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions definition of Section 2.16 shall apply with respect Make-Whole Amount and subject to any such revocation or extension. All prepayments under this Section 2.12 shall be subject necessary rate adjustment referred to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained below in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedClause 4.
Appears in 1 contract
Samples: Aircraft Facility Agreement (International Lease Finance Corp)
Voluntary Prepayment. (a) The Borrower shall have the right at At any time and from time to time time, the Borrower shall have the right to prepay any Borrowingthe Committed Loans, in whole or in part, without premium or penalty (except as provided in clause (iii) below), upon at least written notice to the Agent given not later than 11:00 a.m., Charlotte time, three (3) Business Days’ Days prior written or fax notice to each intended prepayment of LIBOR Committed Loans and one (or telephone notice promptly confirmed by written or fax notice1) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date each intended prepayment of prepayment in the case of ABR Base Rate Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, PROVIDED that (i) each partial prepayment shall be in an aggregate principal amount that is of not less than $3,000,000 or, if greater, an integral multiple of $500,000 and not 1,000,000 in excess thereof, (ii) no partial prepayment of LIBOR Committed Loans made pursuant to any single Committed Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Committed Loans under such Committed Borrowing to less than $3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iiiii) at the Borrower’s election in connection unless made together with any all amounts required under SECTION 2.19 to be paid as a consequence of such prepayment, a prepayment of Revolving a LIBOR Committed Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and the Types of the Committed Loans to be prepaid (and, in the case of LIBOR Committed Loans, the specific Committed Borrowing or Borrowings pursuant to which made) and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Promptly upon receipt of such notice, the Agent shall provide the Lenders a copy thereof. Amounts prepaid pursuant to this Section 2.12(a)subsection (a) may be reborrowed, such prepayment shall not, so long as no Event subject to the terms and conditions of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderthis Agreement.
(b) Voluntary prepayments The Borrower shall have the right to prepay the Bid Loans on a date other than the last day of Term Loans the Interest Period applicable thereto, provided that any such prepayment shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans made together with all amounts required under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) SECTION 2.19 to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice paid as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedconsequence thereof.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 in the case of a Term Borrowing and an integral multiple of $100,000 and not less than $1,000,000 and (ii) at in the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan case of a Defaulting LenderRevolving Borrowing.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed may be specified by the Borrower, or if not so specified, in direct order of maturity.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may (x) revoke such notice as provided below prior to the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d)and to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(d) In the event that the Term Loans are prepaid in whole or in part pursuant to Section 2.12(a) or Section 2.13 (other than Sections 2.13(a) and 2.13(d)) or in the event of an assignment of Term Loans pursuant to Section 2.21, in each case on or prior to the contrary contained in this Agreementsecond anniversary of the Closing Date, the Borrower may rescind any such notice of shall pay to the Term Lenders a prepayment if such prepayment would have resulted from a refinancing fee (the “Prepayment Fee”) equal to the applicable percentage set forth below of the full aggregate principal amount of Term Loans so prepaid, assigned or paid, as the Credit Facilitiescase may be, which refinancing determined as follows: On or prior to the first anniversary of the Closing Date 2.00 % After the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date 1.00 % Amounts payable pursuant to this Section 2.12(d) shall not be consummated due and payable on the date of effectiveness of the applicable prepayment or shall otherwise be delayedassignment.
Appears in 1 contract
Samples: First Lien Credit Agreement (Walter Investment Management Corp)
Voluntary Prepayment. (a) The Borrower shall have may voluntarily prepay the right at any time and from time to time to prepay any Borrowing, Loan in whole or in part, upon at least three part on any Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City timeDay; provided, howeverthat, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then existshas occurred and is continuing, (ii) the principal portion of any such prepayment shall be applied first to the Floating Rate Component of the Principal Indebtedness until the Floating Rate Component of the Principal Indebtedness is reduced to $0 and second to the Fixed Rate Component of the Principal Indebtedness, and (iii) any Revolving Loan such prepayment shall be accompanied by an amount representing (1) with respect to a prepayment of a Defaulting Lenderportion of the Floating Rate Component, all accrued interest on such portion of the Loan being prepaid through and including the end of the applicable Interest Accrual Period for such portion during which the prepayment occurs, (2) with respect to a prepayment of a portion of the Fixed Rate Component, (a) all accrued interest on such portion of the Loan being prepaid through and including the day of such prepayment or if such day is not a Payment Date, all accrued interest through and including the end of the applicable Interest Accrual Period in which such prepayment occurs, and (b) the applicable Prepayment Fee, and (3) all other amounts then due under the Loan Documents.
(b) Voluntary prepayments In the event of Term Loans any such voluntary prepayment, Borrower shall give Lender written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay, which notice shall be applied against given at least fifteen (15) days’ prior to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of date upon which prepayment is to be made and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein Business Day on the date stated therein; provided, however, that if which such prepayment is for all to be made and the amount of the then outstanding Loanssuch prepayment (which, then the Borrower may revoke in connection with a voluntary prepayment without release pursuant to this Section 2.6, shall not be less than $1,000,000). If any such notice as provided below and/or extend is given, the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any amount specified in such revocation or extension. All prepayments under this Section 2.12 notice shall be subject due and payable on the Business Day specified therein (unless such notice is revoked by Borrower prior to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made the date specified therein in which event Borrower shall immediately reimburse Lender for any reasonable out-of-pocket costs incurred in connection with the termination or permanent reduction giving of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedand its revocation).
Appears in 1 contract
Samples: Loan Agreement (Affordable Residential Communities Inc)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment (but not a prepayment in full) shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary prepayments of Term Loans shall be allocated pro rata to the First Out Term Loans then outstanding and the Last Out Term Loans then outstanding; provided that (i) voluntary prepayments of First Out Term Loans shall be applied pro rata to all Classes of First Out Term Loans then outstanding, and (b) voluntary prepayments of Last Out Term Loans shall be applied pro rata to all Classes of Last Out Term Loans then outstanding; provided, further, that any such prepayments shall be applied to each such Class of First Out Term Loans or Last Out Term Loans, as the case may be, as directed by the Borrower against the remaining scheduled installments of principal due in respect of each such Class, so long as the Borrower directs such prepayments to be applied to each Class in the same manner (by way of illustration, if such prepayments are applied pro rata to the remaining amortization payments of the First Out Term Loans under Section 2.11 as directed by Loans, they shall also be applied pro rata to the Borrowerremaining amortization payments of the Last Out Term Loans).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.16 and 2.25 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Voluntary Prepayment. (a) The Borrower shall have may, at its option, prepay the right Debt in full or in part at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, howeverthat, that (iA) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to is continuing as of the date of the applicable prepayment (other than for any Revolving Loan prepayment in connection with a Default Release or the prepayment of a Defaulting Lender.
the Debt in full in accordance with Section 2.7(c) hereof); (bB) Voluntary prepayments of Term Loans Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be applied against the remaining scheduled installments of principal due in respect revocable and subject to modification) (a “Prepayment Notice”) of the Term Loans under Section 2.11 as directed by amount of the Borrower.
(c) Each notice of prepayment shall specify the prepayment date Loan that Borrower intends to prepay and the intended date of prepayment; (C) intentionally omitted; and (D) Borrower pays Lender, in addition to the outstanding principal amount of each Borrowing (or portion thereof) the Loan to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by (x) all interest which would have accrued on the amount stated therein on of the date stated thereinDebt to be prepaid through and including the last day of the Interest Accrual Period during which such prepayment occurs (all such interest payable under this clause (x), the “Additional Interest”); provided(y)
(I) all other sums due and payable under this Agreement, howeverthe Note, that and the other Loan Documents (if any) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Xxxxxx in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if such prepayment is for all of occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued due and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayable. Notwithstanding anything to the contrary contained in this AgreementSection 2.7(a), the Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any such notice reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment if made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of each Mezzanine Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedMezzanine Loans.
Appears in 1 contract
Samples: Loan Agreement (Industrial Logistics Properties Trust)
Voluntary Prepayment. (a) The Borrower shall have may, on any day following the right at any time and date falling 365 days from time to time to the Utilisation Date, prepay any Borrowing, in the whole or any part of the Loan but, if in part, upon at least three being an amount that reduces the Loan by a minimum amount of USD1,000,000, provided that:
(i) the Borrower gives the Lender not less than five Business Days’ prior written or fax notice and pays the Lender the Three Month Interest Amount (or telephone notice promptly confirmed by written or fax noticecalculated on the amount to be prepaid) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to on the date of the voluntary prepayment in of the case whole or any part of ABR Loans, to the Administrative Agent before 12:00 Loan; or
(noon), New York City time; provided, however, that (iii) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and the Borrower gives the Lender not less than $1,000,000 three Months’ prior written notice and pays the Lender the Break Costs on the date of the voluntary prepayment of the whole or any part of the Loan, provided that if the relevant date of prepayment pursuant to this subparagraph (ii) at above occurs during an Interest Period, an amount equal to the Borrower’s election in connection with interest which has already been prepaid by the Borrower to the Lender under Clause 8.2 (Payment of Interest) for the period from such date of prepayment to (and excluding) the last day of such Interest Period shall be deducted from the prepayment amount under this Clause 7.4 (Voluntary Prepayment) and any prepayment amount by which such deduction exceeds the Break Costs payable shall be refunded to the Borrower by the Lender on the date of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderprepayment.
(b) Voluntary prepayments of Term Loans shall be applied against If any voluntary prepayment is made in connection with curing any Collateral Trigger:
(i) the remaining scheduled installments of principal due in respect Borrower may prepay the whole or any part of the Term Loans Loan at any time (without having first given not less than five Business Days’ or Three Months’ prior written notice to the Lender under Section 2.11 as directed by paragraphs (a)(i) and (ii) above); and
(ii) the BorrowerBorrower shall pay the Lender the Three Month Interest Amount on the date of such voluntary prepayment.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, No Break Costs shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made payable in connection with the termination any voluntary prepayment in connection with paragraph (a)(i) or permanent reduction (b) of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedClause 7.4.
Appears in 1 contract
Samples: Margin Loan Facility Agreement (E-House (China) Holdings LTD)
Voluntary Prepayment. The Borrowers shall have the right, upon giving the Bank not less than five (5) Banking Days’ notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrowers to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that:
(a) The Borrower shall have the right at any time and from time to time giving of such notice by the Borrowers will irrevocably commit the Borrowers to prepay any Borrowing, such amount as stated in whole or such notice;
(b) such prepayment may take place only on the last day of an Interest Period in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in respect of the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, Loan provided however, that if the Borrowers shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) the Borrowers will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial such prepayment shall be in an amount that is an integral multiple of $500,000 and not no less than $1,000,000 the amount of the Repayment Instalment due and (ii) payable at that time or a whole multiple thereof or the Borrower’s election balance of the Loan and will be applied by the Bank in connection with any or towards the pro-rata prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.the Balloon Installment and the Repayment Instalments;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower Borrowers to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(e) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of and
(f) the then outstanding Loans, then Borrowers may not prepay the Borrower may revoke such notice Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Loan Agreement (FreeSeas Inc.)
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior following written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Term SOFR Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (ix) each partial prepayment shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum and (iiy) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:
(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;
(ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;
(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;
(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;
(v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and
(vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries.
(vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then have, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.
(c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as directed specified by the Borrowerapplicable Term Borrower or Term Borrowers.
(cd) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding LoansLoans of a Class, then the applicable Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Daysdate; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.16 Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.under
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have may, without bonus or penalty (but subject to the right at any time provisions hereof) upon prior notice to the Agent specifying the proposed date and from time aggregate principal amount of the prepayment, and the Advance or Advances on account of which such prepayment is to time to be applied, prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case specified amount of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Outstanding Principal Obligations together with all accrued interest thereon to the date of such prepayment in the case of ABR Loans, and any other amounts payable to the Administrative Agent Lender by the Borrower hereunder in respect thereof including pursuant to Section 12.6. Subject to the following sentence, any Outstanding Principal Obligations under any Credit Facility so prepaid other than under the Revolving Facility (including the NBC Facility) may not be reborrowed and the applicable Aggregate Commitments shall be correspondingly permanently reduced by the amount of any such principal prepayment. Each such notice of prepayment shall be given at or before 12:00 11:00 a.m. not less than four Business Days prior to the proposed date of prepayment and, once given, any such notice shall be irrevocable and binding upon the Borrower. Notwithstanding the foregoing, (noon), New York City time; provided, however, that a) the Borrower shall not be entitled to give any such notice or to make any such prepayment unless each partial prepayment is in an aggregate principal amount of not less than the lesser of (i) each partial prepayment shall be $5,000,000 or U.S.$5,000,000, as the case may be, and if in an amount that excess thereof is in an integral multiple of $500,000 and not less than $1,000,000 and or U.S.$1,000,000, as the case may be, (ii) at the Borrower’s election full Outstanding Principal Obligations in connection with any prepayment respect of Revolving Loans pursuant to this Section 2.12(a)such Credit Facility, such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
and (b) Voluntary prepayments no BA Instrument, no Letter of Term Loans Credit and no LIBOR Loan shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) terminated prior to be prepaidits maturity date, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, provided that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect defease any outstanding BA Instrument or satisfy its obligations in relation to any outstanding Letter of Credit by paying to the Agent an amount equal to the Face Amount of such revocation BA Instrument or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments Letter of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding maturity of such BA Instrument or on drawdown under such Letter of Credit, as the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower case may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedbe.
Appears in 1 contract
Samples: Credit Agreement
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior following written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Term SOFR Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (ix) each partial prepayment shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum and (iiy) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, Section 2.12 or any other provision of this Agreement and without otherwise limiting the Borrower may rescind any such notice rights in respect of prepayment if such prepayment would have resulted from a refinancing prepayments of the full amount Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.following basis:
Appears in 1 contract
Samples: Fourth Amended and Restated Agreement (Pactiv Evergreen Inc.)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time right, to prepay any Borrowingwithout, prepayment fee or penalty, part or all of the Loan in whole each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or in partpursuant to the other Finance Documents and all interest accrued thereon, upon at least three provided that:
(a) the Lender shall have received from the Borrower not less than seven (7) Business Days’ prior written or fax notice in writing (or telephone notice promptly confirmed by written or fax noticewhich shall be irrevocable) in of their intention to make such prepayment and specify the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to account and the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), on which such prepayment shall not, so long as no Event of Default then exists, is to be applied to any Revolving Loan of a Defaulting Lender.made;
(b) Voluntary prepayments any prepayment may take place only on the last day of Term Loans shall be applied against an Interest Period relating to the remaining scheduled installments of principal due in respect whole of the Term Loans under Section 2.11 Loan and if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period, the Borrower will pay, in addition to the amount to be prepaid, any such sum as directed by may be payable to the Borrower.Lender pursuant to Clause 10.1 (Indemnity);;
(c) Each each prepayment shall be equal to One hundred thousand Dollars ($100,000) or a whole multiple thereof or the balance of the Loan;
(d) any prepayment of less than the whole of the Loan will be applied in or towards pro-rata reduction of the Balloon Instalment and the remaining Repayment Instalments or at Borrower’s request and in the sole discretion of the Lender in order of maturity of the Repayment Instalments falling due after the date of prepayment;
(e) every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidLender, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then specified;
(f) the Borrower may revoke such notice as has provided below and/or extend evidence satisfactory to the prepayment date Lender that any consent required by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to Borrower or any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made Security Party in connection with the termination prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or permanent reduction of the Revolving Credit Commitmentsany Security Party has been complied with;
(g) shall no amount prepaid may be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, re-borrowed; and
(h) the Borrower may rescind not prepay the Loan or any such notice part thereof save as expressly provided in this Agreement or as otherwise agreed by the Lender; Provided always that if the Borrower shall, subject always to Clause 4.2(a), make a prepayment on a Business Day other than the last day of prepayment if such prepayment would have resulted from a refinancing an Interest Period in respect of the full amount whole of the Credit FacilitiesLoan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which refinancing shall not be consummated or shall otherwise be delayedthe Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.
Appears in 1 contract
Voluntary Prepayment. (a) The Each Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 or C$1,000,000, as applicable, and not less than $1,000,000 5,000,000 or C$5,000,000, as applicable.
(a) Voluntary prepayments of Loans shall be applied (x) among each Class of Term Loans on a pro rata basis, with each Class of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment and (iiy) at to the outstanding principal amounts due on a Term Loan Repayment Date or a Canadian Term Loan Repayment Date, as applicable, of each such Class of Term Loans as directed by the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the applicable Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have Company may, on any Interest Payment Date, prepay all or any part of the right at IFC Loans then outstanding, on not less than thirty (30) days' written notice to IFC, but only if:
(i) the Company simultaneously pays the prepayment premium specified in Section 3.8 hereof (x) in respect of any time outstanding balance of the A Loan, with respect to the portion of the A Loan so prepaid;
(ii) the Company simultaneously pays (x) all accrued interest on the amount of the IFC Loans to be prepaid, and from time to time to prepay any Borrowing(y) all other amounts then payable under this Agreement;
(iii) for a partial prepayment, such prepayment is in whole or in partan aggregate amount of not less than six million Dollars ($6,000,000);
(iv) the Company simultaneously prepays, upon at least three Business Days’ prior written or fax notice pro rata, the outstanding principal amount of the DEG Loan (or telephone notice promptly confirmed by written or fax notice) in portions thereof, as applicable), together with all accrued interest on the case principal amounts of Eurodollar Loans, or written or fax notice the Loans (or telephone notice promptly confirmed by written portions thereof, as applicable), the Maintenance Amount (if any) on the Loans (or fax noticeportions thereof, as applicable) at least one Business Day and all other amounts then due hereunder or under any of the Loan Documents; and
(v) if IFC so requires, the Company delivers to IFC, prior to the date of prepayment, evidence satisfactory to IFC that all Governmental Approvals necessary in respect of the prepayment have been obtained or an opinion of counsel, in the case of ABR Loans, form and substance reasonably satisfactory to the Administrative Agent before 12:00 (noon), New York City time; provided, howeverIFC, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lendernone are required.
(b) Voluntary prepayments of Term Loans Amounts prepaid under this Section:
(i) shall be allocated by IFC pro rata between the A Loan and the B Loan in proportion to their respective principal amounts outstanding on the date of any such prepayment; and
(ii) shall then be applied against by IFC to the remaining scheduled respective outstanding repayment installments of principal due in respect of the Term Loans under Section 2.11 as directed by A Loan and the BorrowerB Loan on a pro rata basis.
(c) Each Upon delivery of a notice of prepayment in accordance with subsection (a) above, the Company shall specify make the prepayment date and in accordance with the principal amount terms of each Borrowing that notice.
(or portion thereofd) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all The Company may not request Disbursement of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments amounts prepaid under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at At any time and from time to time to after the date falling six Months after the Initial Term Facility A Utilisation Date, the Company may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay any Borrowing, in the whole or any part of any Initial Term Facility A Loan (but, if in part, upon at least three Business Days’ prior written or fax notice being a minimum amount of US$5,000,000 (or telephone notice promptly confirmed by written or fax noticeits equivalent) and in the case integral multiples of Eurodollar Loans, or written or fax notice US$1,000,000 (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noonits equivalent), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments At any time after the Initial Term Facility B Utilisation Date, the Company may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Initial Term Loans shall be applied against the remaining scheduled installments Facility B Loan (but, if in part, being a minimum amount of principal due US$5,000,000 (or its equivalent) and in respect integral multiples of the Term Loans under Section 2.11 as directed by the BorrowerUS$1,000,000 (or its equivalent)).
(c) Each notice The Company may prepay the whole or any part of (i) any Additional Facility Loan under any Additional Facility in accordance with the terms of the Additional Facility Notice relating to such Additional Facility or (ii) any Financial Indebtedness outstanding under any Permitted Additional Debt (which is not incurred by way of an Additional Facility) in accordance with the terms of such Permitted Additional Debt, provided that, any prepayment in respect of an Additional Facility Loan or any Permitted Additional Debt (as applicable) which is a term loan shall specify also require the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Original Borrower to prepay such Borrowing by at the same time any outstanding Initial Term Facility Loan in an amount at least pro rata to the amount stated therein on being applied in prepayment of such Additional Facility Loan or Permitted Additional Debt (as applicable) (such that the date stated therein; provided, however, that if such proportion of the amount due to be applied in prepayment is for all of (I) the Additional Facility Loans bears to the then outstanding LoansAdditional Facility Loans or (II) the Permitted Additional Debt incurred or established by way of term loans bears to the total outstanding Permitted Additional Debt incurred or established by way of term loans (as applicable), then is the same as (or less than) the proportion of the amount the Original Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction prepayment of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything Initial Term Facility Loans bear to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedthen outstanding Initial Term Facility Loans).
Appears in 1 contract
Samples: Facilities Agreement (New Frontier Public Holding Ltd.)
Voluntary Prepayment. (a) The Borrower shall have Subject to the right concurrent payment of the Applicable Premium, the Borrowers may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary prepayments of Term Loans under Section 2.12(a) shall be applied as a credit against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed next maturing amounts owing by the BorrowerBorrowers pursuant to Section 2.13(d).
(c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower Borrowers may revoke such notice as provided below by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to payment and the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedApplicable Premium.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 5,000,000.
(iib) at the Borrower’s election Except as may otherwise be set forth in connection with any prepayment Extension Offer, any Refinancing Amendment or any Incremental Amendment, voluntary prepayments of Revolving Term Loans pursuant to this Section 2.12(a), such prepayment 2.12 (i) shall not, so long as no Event of Default then exists, be applied ratably to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments each Class of Term Loans then outstanding and (ii) with respect to each Class of Term Loans, shall be applied against the remaining scheduled installments of principal due in respect thereof (in the case of the Initial Term Loans under Loans, as set forth in Section 2.11 2.11) as directed by the BorrowerBorrower (or, absent such direction, in forward order of maturity).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loansin connection with a refinancing, then the Borrower may revoke condition such notice as provided below and/or extend on the prepayment date by not more than five Business Days; provided further, howevereffectiveness of such refinancing (provided, that the provisions of Section 2.16 3.05 shall apply with respect to any prepayment that is not made as a result of the failure of such revocation or extensioncondition). All prepayments under this Section 2.12 shall be subject to Section 2.16 2.12(d) (to the extent applicable) and Section 3.05 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(d) In the event that, on or prior to the contrary contained in this Agreementfirst anniversary of the Restatement Effective Date, the Borrower may rescind (x) prepays, refinances, substitutes or replaces any such notice Initial Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment if such prepayment would have resulted from made pursuant to Section 2.13(a)(iv) that constitutes a refinancing Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the full applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Credit FacilitiesTerm Loans so prepaid, which refinancing refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall not be consummated or shall otherwise be delayeddue and payable on the date of effectiveness of such Repricing Transaction.
Appears in 1 contract
Samples: Credit Agreement (Gym-Card, LLC)
Voluntary Prepayment. (a) The Borrower Co-Borrowers shall have the right at any time and from time to time be permitted to prepay all or any Borrowingportion of the Advances, in whole each case, without premium or penalty (except for prepayments made pursuant to Section 2.1.3(b) which are made in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case connection with a Change of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noonControl), New York City time; provided, however, that in an amount not less than the lesser of (i) each partial prepayment shall be in an the total amount that is an integral multiple of $500,000 and not less than $1,000,000 and Advances outstanding under this Agreement or (ii) at the Borrower’s election $1,000,000, in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall noteach case, so long as no Event (1) such Co-Borrower delivers written notice to each Lender of Default then existsits election to prepay the Advances (or any portion thereof) at least five (5) Business Days (or such lesser amount permitted by the Required Lenders in their reasonable discretion) prior to such prepayment and (2) such Co-Borrowers pay, be applied to any Revolving Loan on the date of a Defaulting Lender.
such prepayment (bx) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of all outstanding principal due in respect of connection with the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Advances (or portion thereof) to be prepaid, plus accrued and unpaid interest thereon, and (y) all other sums, if any, that shall have become due and payable hereunder in connection with such Advances (or portion thereof); provided that a notice of the prepayment delivered by any Co-Borrower may state that such notice of prepayment is conditioned upon the occurrence of other events, in which case such notice may be irrevocable and shall commit revoked by such Co-Borrower (by notice to each Lender on or prior to the Borrower to prepay specified effective date of such Borrowing by the amount stated therein on the date stated thereinevent) if such condition is not satisfied; provided, however, further that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject made pursuant to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that 2.1.3(b) which are not made in connection with a Change of Control, the termination Co-Borrowers shall pay to the Lenders an amount equal to the sum of (x) all outstanding principal due in connection with the Advances (or permanent reduction of the Revolving Credit Commitmentsportion thereof) shall to be accompanied by prepaid, plus accrued and unpaid interest on thereon plus (y) all other sums, if any, that shall have become due and payable hereunder in connection with such Advances (or portion thereof) plus (z) an amount equal to 1% of the aggregate principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated Advances (or shall otherwise be delayedportion thereof).
Appears in 1 contract
Samples: Intercreditor Agreement (Osprey Technology Acquisition Corp.)
Voluntary Prepayment. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, howeverthat a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other incurrences or issuance of Indebtedness, that in which case such notice may be revoked by the provisions of Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.16 shall apply 2.12 (including with respect to any such revocation or extension) shall be subject to Section 2.16. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with accompanied by the termination or permanent reduction concurrent payment of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(c) All prepayments pursuant to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing Section 2.12 shall not be consummated made at par and without premium or shall otherwise be delayedpenalty.
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (Vantage Energy Inc.)
Voluntary Prepayment. The Borrowers shall have the right, to prepay, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrowers to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that:
(a) The Borrower the Bank shall have received from the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ Borrowers not less than five (5) Banking Day’s prior written or fax notice (or telephone notice promptly confirmed by written or fax noticewhich shall be irrevocable) in of their intention to make such prepayment and specify the case account and the date on which such prepayment is to be made;
(b) such prepayment may take place only on the last day of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior an Interest Period relating to the date whole of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; Loan provided, however, that if the Borrowers shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) each partial prepayment shall the Borrowers will pay in addition to the amount to be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at prepaid, any such sum as may be payable to the Borrower’s election in connection with any prepayment of Revolving Loans Bank pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.Clause 10.1;
(c) Each each such prepayment shall be equal to the amount of $500,000 or a whole multiple thereof or the balance of the Loan;
(d) any prepayment of less than the whole of the Loan will be applied towards pro-rata reduction of the Repayment Instalments then outstanding or in such other manner as may be agreed between the Bank and the Borrowers;
(e) every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower Borrowers to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(f) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of and
(g) the then outstanding Loans, then Borrowers may not prepay the Borrower may revoke such notice Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Loan Agreement (Poseidon Containers Holdings Corp.)
Voluntary Prepayment. (a) The Borrower shall have the right at any time right, upon giving the Lender not less than five (5) Banking Days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrower to time the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided, that:
(a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay any Borrowingsuch amount as stated in such notice;
(b) if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period the Borrower will pay, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior addition to the date of prepayment in the case of ABR Loansamount to be prepaid, any such sum as may be payable to the Administrative Agent before 12:00 Lender pursuant to Clause 10.1 (noonIndemnity), New York City time; provided, however, that ;
(ic) each partial such prepayment shall be in an amount that is an integral multiple of $500,000 100,000 or a whole multiple thereof or the balance of the Loan and not less than $1,000,000 and (ii) at will be applied by the Borrower’s election Lender in connection with any or towards prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event the Balloon Instalment and then the remaining Repayment Instalments in the inverse chronological order of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.maturity;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidLender, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then specified;
(e) the Borrower may revoke such notice as has provided below and/or extend evidence satisfactory to the prepayment date Lender that any consent required by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to Borrower or any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made Security Party in connection with the termination prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or permanent reduction of the Revolving Credit Commitmentsany Security Party has been complied with;
(f) shall no amount prepaid may be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, re-borrowed; and
(g) the Borrower may rescind not prepay the Loan or any such notice of prepayment if such prepayment would have resulted from a refinancing of part thereof, save as expressly provided in this Agreement or as otherwise agreed by the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedLender.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right to prepay the Loans in its discretion at any time and or from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice one (or telephone notice promptly confirmed by written or fax notice1) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, written notice to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that (i) each partial which prepayment shall be made at par, without the payment of any penalty or premium, for any prepayment (x) in whole (whether the full initial amount of the Loan or the remaining outstanding portion after giving effect to other payments and other adjustments), (y) in part on one (1) occasion prior to the Maturity Date in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and 250,000,000 or (iiz) at the Borrower’s election in connection with the incurrence of Indebtedness by the Borrower under Section 6.04(d), made to the extent necessary (and only to the extent necessary) to ensure compliance with such Section 6.04(d) (in which case, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer demonstrating the foregoing, including a calculation of compliance with such Section 6.04(d) before and after giving effect to the incurrence of such Indebtedness); provided that any prepayment of Revolving Loans pursuant to in circumstances not described in this Section 2.12(a), such prepayment 2.10(a) shall not, so long as no Event of Default then exists, be applied subject to any Revolving Loan of a Defaulting Lenderthe Make Whole Premium.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by 2.09(a) in the Borrowerdirect order of maturity.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing the Loans (or portion thereof) and the accrued and unpaid interest on such principal amount of the Loans to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the Loans in the amount stated therein on the date stated therein; provided, however, provided that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke provide that such notice as provided below and/or extend is conditioned upon the prepayment date by occurrence of one (1) or more other transactions, in which case, such notice may be revoked or extended if such transactions are not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation consummated or extension. are delayed.
(d) All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained , payable in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedcash.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time right, upon giving the Bank not less than five (5) Banking Days' notice in writing, to prepay any Borrowing, part or all of the Loan in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Borrower to the date of prepayment in the case of ABR Loans, Bank hereunder or pursuant to the Administrative Agent before 12:00 other Security Documents and all interest accrued thereon, provided that:
(noon), New York City time; provided, a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice;
(b) such prepayment may take place only on the last day of an Interest Period in respect of the Loan provided however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the reasonable discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial prepayment shall be in an amount that is an integral equal to Dollars one million ($1,000,000) or a whole multiple thereof or the balance of $500,000 and not less than $1,000,000 and the Loan;
(iid) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event less than the whole of Default then exists, the Loan will be applied to any Revolving Loan towards pro rata satisfaction of a Defaulting Lender.the Balloon Instalment and the outstanding Repayment Instalments;
(be) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(f) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(g) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Loan Agreement (Top Ships Inc.)
Voluntary Prepayment. Without prejudice to Section 2.11 (Increased Costs), Section 2.15 (Taxes), Section 2.17 (Illegality of Participation) and Section 5.05 (Insurance Covenants):
(a) The the Borrower shall have may prepay all or any part of the right at any time Loan, on not less than thirty (30) days' prior notice to IFC, but only if:
(i) the Borrower simultaneously pays all accrued interest and from time Increased Costs (if any) on the amount of the Loan to time be prepaid, together with the prepayment premium specified in Section 2.07A (b) (Voluntary Prepayment) and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date;
(ii) for a partial prepayment, that prepayment is an amount not less than two million Dollars ($2,000,000); and
(iii) if requested by IFC, the Borrower delivers to prepay any BorrowingIFC, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loansprepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be have been obtained and are in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lendereffect.
(b) On the date of any prepayment of the Loan in accordance with Section 2.07A (a) (Voluntary prepayments Prepayment), the Borrower shall pay a prepayment premium consisting of Term Loans an amount in Dollars equal to the relevant percentage of the amount to be prepaid, such percentage being determined as follows: (i) on or prior to June 15, 2012, two per cent (2%); and (ii) thereafter, one per cent (1%). The determination by IFC of the prepayment premium shall be applied against final and conclusive and bind the remaining scheduled installments Borrower (unless the Borrower shows, to the satisfaction of principal due in respect of the Term Loans under Section 2.11 as directed by the BorrowerIFC, that such determination involved manifest error).
(c) Each Amounts of principal prepaid under this Section shall be applied by IFC to the then outstanding installments of principal of the Loan in inverse order of maturity.
(d) Upon delivery of a notice of prepayment in accordance with Section 2.07A (a) (Voluntary Prepayment), the Borrower shall specify make the prepayment date and in accordance with the terms of that notice.
(e) Any principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments Loan prepaid under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.07A (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit CommitmentsVoluntary Prepayment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedre-borrowed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower BorrowerBorrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Administrative Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied to the remaining scheduled amortization payments relating to such Term Loans as elected by the Administrative Borrower.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower BorrowerBorrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such notices states that the prepayment is for all contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or any other specified event (including, but not limited to, the then outstanding Loansoccurrence of any Asset Sale or Change of Control), then the Administrative Borrower may may, if the specified condition is not satisfied, (x) revoke such notice as provided below and/or (y) extend the prepayment date by not more than five (5) Business DaysDays (in the case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified date); provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary Except as otherwise expressly provided in a notice of prepayment delivered by the Borrower pursuant to Section 2.12(a), voluntary prepayments of Term Loans shall be applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower2.11.
(c) Each notice of prepayment shall specify the prepayment date and date, the principal amount of each Borrowing (or portion thereof) to be prepaidprepaid and the manner in which such prepayment shall be applied, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Term Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. .
(i) In the event all or any portion of the Term Loans are (x) repaid through any voluntary repayments, (y) are repriced (or effectively refinanced) through any amendment of this Agreement (and such amendment results in a reduction of the interest rates on such Term Loans) or (z) prepaid pursuant to Section 2.13(a), (b), (d), (e) or (f)(ii) (but solely in the case of Section 2.13(f)(ii) in any principal amounts prepaid in excess of $250,000,000 in the aggregate), in each case (A) on or prior to the second anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium in an amount (the “Yield Maintenance Amount”) equal to the present value of the sum of (I) the Applicable Margin that would have been payable for Eurodollar Term Loans plus (II) the greater of (1) the Adjusted LIBO Rate “floor” (i.e. 1.50%) and (2) the Adjusted LIBO Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of repayment or repricing is given), in each case calculated as a rate per annum on the amount of the principal of such Term Loans repaid or repriced from the date of such repayment or repricing until the second anniversary of the Closing Date plus (III) the call premium on the amount of the principal of such Term Loans repaid or repriced that would have been payable on such Term Loans had such repayment or repricing been made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points) or (B) after the second anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium equal to (x) 2.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing Date and (y) 1.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date and (ii) in the event any portion of the Term Loans are repaid pursuant to Section 2.13(f)(i), such mandatory repayment will be made with a prepayment premium equal to 1.5% of the principal amount repaid.
(e) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or its Affiliates may repurchase outstanding Term Loans on the following basis (or as otherwise permitted pursuant to Section 9.04);
(i) at any time when no Default or Event of Default shall have occurred and be continuing, Affiliates of the Borrower (other than Intermediate Holdings and its subsidiaries) may purchase all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment and Assumption between such Affiliate and such Lender or Lenders in an aggregate principal amount not to exceed (when combined with all prior purchases pursuant to this clause (i)), 25% of the Term Loans then outstanding (such purchasing Affiliate, an “Affiliated Lender”); provided that, with respect to such repurchases, (A) the Borrower shall simultaneously cause such Affiliated Lender to provide a copy of such Assignment and Assumption and any other agreements between such Affiliated Lender and such Lender with respect to such purchase to the Administrative Agent, (B) such Affiliated Lender shall represent that, as of the date of such purchase, it is not in possession of any information regarding the Borrower or its Subsidiaries, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to sell its Term Loans to such Affiliate or to enter into any Assignment and Assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have declined to receive “private-side” information posted for Lenders who elect to receive the same), (C) such Affiliated Lender shall agree and acknowledge that it shall not be permitted to attend any meeting (live, by any electronic means or otherwise) with the Administrative Agent or any other Lender or receive any information from the Administrative Agent or any other Lender or provided to the Administrative Agent or any other Lender by the Borrower (other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to the Lenders pursuant to Article II) and shall not have access to any Platform established for the Credit Facilities or any Communications, (D) notwithstanding anything to the contrary, any Affiliated Lender may at any time forgive (without any direct or indirect consideration from Intermediate Holdings or any of its subsidiaries (other than Equity Interests of Intermediate Holdings)) or contribute (as consideration for additional Equity Interests of Intermediate Holdings or as an additional contribution to the capital of Intermediate Holdings together with the substantially concurrent cancellation by the Borrower of all Indebtedness represented by such Term Loans) any or all of the Indebtedness represented by such Term Loans as evidenced by a written instrument delivered to the Administrative Agent and (E) notwithstanding anything contained herein or in any other Loan Document to the contrary, no Affiliated Lender shall be permitted to make or bring any claim, in its capacity as a Lender, against any Agent or any other Lender with respect to the rights and duties of such Person under the Loan Documents; for the avoidance of doubt, the limitations set forth in this Section 2.12(e) shall not apply to Qualified Debt Investors;
(ii) in addition, at any time when no Default or Event of Default shall have occurred and be continuing, the Borrower may rescind conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Lenders managed exclusively by the Administrative Agent or another investment bank or commercial bank of recognized standing selected by the Borrower (in such capacity, the “Auction Manager”); provided that, (A) the Borrower delivers a notice of prepayment if the Term Loans that will be subject to such prepayment Auction to the Administrative Agent (for distribution to the Lenders) no later than 1:00 p.m. (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans the Borrower is willing to purchase in the Auction and (3) the range of discounts or premiums to par at which the Borrower would have resulted from a refinancing of be willing to repurchase the full Offer Loans; (B) the maximum dollar amount of the Credit FacilitiesAuction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) the Borrower shall hold the Auction open for a minimum period of two Business Days; (D) a Lender who elects to participate in the Auction may choose to tender all or part of such Lender’s Offer Loans; (E) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in proportion to their Term Loans; and (F) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, which refinancing are consistent with this Section 2.12(e) and are reasonably acceptable to the Borrower and the Administrative Agent, that a Lender must follow in order to have its Offer Loans repurchased;
(iii) with respect to all repurchases made by the Borrower pursuant to this Section 2.12(e), (A) as of the date of such repurchase of Term Loans, the aggregate of all unrestricted cash and unrestricted Permitted Investments of the Borrower and the Subsidiaries is at least $50,000,000, (B) the Borrower shall pay to the applicable assigning Lender all accrued and unpaid interest, if any, on the repurchased Term Loans to the date of repurchase of such Term Loans, (C) the repurchase of such Term Loans by the Borrower shall be deducted from the calculation of Excess Cash Flow to the extent provided in the definition thereof, (D) the Borrower shall represent that, as of the launch date of the related Auction and the effective date of any Assignment and Assumption, it is not in possession of any information regarding the Borrower, its Subsidiaries or its Affiliates, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Assignment and Assumption or any of the transactions contemplated thereby and that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have declined to receive “private-side” information posted for Lenders who elect to receive the same) and (E) such repurchases shall not be consummated deemed to be voluntary prepayments pursuant to this Section 2.12, Section 2.17 or Section 2.19 except that the amount of the Term Loans so repurchased shall otherwise be delayedapplied on a pro rata basis to reduce the scheduled remaining installments of principal on such Term Loan; and
(iv) following any repurchase by the Borrower (but not any Affiliated Lender) pursuant to this Section 2.12(e), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 2.12(e), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. Any payment made by the Borrower in connection with a repurchase permitted by this Section 2.12(e) shall not be subject to the provisions of either Section 2.19(a) or Section 2.17. Failure by the Borrower to make any payment to a Lender required by an agreement permitted by this Section 2.12(e) shall not constitute an Event of Default under Article VII(b).
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Voluntary Prepayment. (a) The Any voluntary prepayment of the Loan hereunder shall be made subject to the following conditions unless otherwise agreed in writing by the Lender:
(i) the Lender shall receive a notice from the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three no less than five (5) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day Days prior to the related Interest Payment Date that indicates the Borrower’s request to make such prepayment on such Interest Payment Date;
(ii) on the date of such prepayment, the Borrower shall pay all interest accrued on the amount of principal so prepaid up to and including the date of such prepayment and any other amounts payable hereunder in respect thereof; and
(iii) the case amount of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each any partial prepayment shall be at least US$1,000,000 and in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting LenderUS$1,000,000.
(b) Voluntary prepayments In the event of Term Loans such prepayment, the Borrower shall pay the following prepayment premiums together with such prepayment:
(i) in the case where the Borrower prepays on an Interest Payment Date, an amount (disregarding amounts less than US$0.01) equal to two percent (2%) of the amount of principal so prepaid, together with any applicable consumption tax, value added tax and other similar taxes on such amount ; provided that no such amount shall be applied against the remaining scheduled installments due under this Section 4.2(b)(i) in connection with a prepayment of principal due in respect all of the Term Loans outstanding principal amount of the Loan and accrued interest thereon (1) on or about the time the Borrower enters into an amendment, waiver or other concession or agreement under Section 2.11 as directed the Credit Agreement if the Lender has not agreed in writing to a similar amendment, waiver or other concession or agreement under this Agreement, to the extent applicable and requested by the Borrower, (2) within 30 days of the date the Borrower receives a notice pursuant to Section 7.1(c) below or (3) at any time after the assessment of any Taxes reimbursable by the Borrower pursuant to Article 12.1 below; or
(ii) in the case where the Borrower prepays on a day which is not an Interest Payment Date:
(A) an amount (disregarding amounts less than US$0.01) equal to two percent (2%) of the amount of principal so prepaid, together with any applicable consumption tax, value added tax and other similar taxes on such amount; provided that no such amount shall be due under this Section 4.2(b)(ii)(A) in connection with a prepayment of all of the outstanding principal amount of the Loan and accrued interest thereon (1) on or about the time the Borrower enters into an amendment, waiver or other concession or agreement under the Credit Agreement if the Lender has not agreed in writing to a similar amendment, waiver or other concession or agreement under this Agreement, to the extent applicable and requested by the Borrower, (2) within 30 days of the date the Borrower receives a notice pursuant to Section 7.1(c) below or (3) at any time after the assessment of any Taxes reimbursable by the Borrower pursuant to Article 12.1 below; plus
(B) the difference between (x) the amount of interest that would have accrued on the principal amount so prepaid at the Floating Rate plus the Margin for the period from the date of prepayment to the immediately succeeding Interest Payment Date and (y) the amount of interest assuming that the principal amount so prepaid were reinvested at an interbank market rate which shall be determined by the Lender for the same period. For the avoidance of doubt, if the amount (x) above is less than the amount (y) above, the difference shall be zero and the amount to be calculated under this item (B) shall in no event be less than zero.
(c) Each The Lender may, at its sole discretion, apply and appropriate any and all prepayments made under this Article 4.2 towards the satisfaction of all or any part of the Loan and/or all or any interest accrued thereon. The Borrower shall be deemed to have waived any right it had with regard to the appropriation of such prepayments.
(d) Any notice of prepayment shall specify to prepay given by the prepayment date and the principal amount of each Borrowing (or portion thereof) Borrower pursuant to be prepaid, this Article 4.2 shall be irrevocable and shall commit the Borrower constitute an irrevocable obligation to prepay such Borrowing by the amount stated therein on amount. Once the date stated therein; providedfor any prepayment has been fixed, however, that if such prepayment is date shall be deemed as the due date for all of the then outstanding Loans, then principal (and interest thereon) to be paid and should the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect fail to pay any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued principal and/or interest due and unpaid interest payable on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreementsuch date, the Borrower may rescind any shall pay the Delinquency Interest on such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedoverdue principal and/or interest due and payable in accordance with Article 5.2 below.
Appears in 1 contract
Samples: Loan Agreement (Aar Corp)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time right, upon giving the Bank not less than ten (10) Banking Days’ notice in writing, to prepay any Borrowing, part or all of the Loan in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Borrower to the date of prepayment in the case of ABR Loans, Bank hereunder or pursuant to the Administrative Agent before 12:00 other Security Documents and all interest accrued thereon, provided that:
(noon), New York City time; provided, a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice;
(b) such prepayment may take place only on the last day of an Interest Period in respect of the Loan provided however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial such prepayment shall be in an amount equal to $1,000,000 (One million Dollars) or a whole multiple thereof or the balance of the Loan, provided however, that if the balance of the Loan after such prepayment is an integral multiple of $500,000 and not to be less than $1,000,000 and then the Borrower shall be obliged to repay the Loan in full;
(iid) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event less than the whole of Default then exists, the Loan will be applied to any Revolving Loan towards payment of a Defaulting Lender.the outstanding Repayment Instalments in inverse order of their due dates of payment;
(be) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(f) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(g) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Each Borrower shall have the right at any time and from time to time to prepay any BorrowingBorrowing of such Borrower, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the BorrowerLead Borrower (or, absent such directions, in direct order of maturity).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, howeverthat a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, that in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment condition is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Dayssatisfied; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) and 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Transaction on or prior to the contrary contained in this Agreementfirst anniversary of the Closing Date, the Borrower may rescind any such notice Borrowers shall pay a prepayment fee of prepayment if such prepayment would have resulted from a refinancing one percent (1.0%) of the full principal amount of the Credit FacilitiesTerm Loans so prepaid or subject to such Repricing Transaction, which refinancing shall not be consummated or shall otherwise be delayedas applicable.
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior following written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (ix) each partial prepayment shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum and (iiy) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, Section 2.12 or any other provision of this Agreement and without otherwise limiting the Borrower may rescind any such notice rights in respect of prepayment if such prepayment would have resulted from a refinancing prepayments of the full Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:
(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Credit Facilities, which refinancing shall not Term Loans at issue that represents the range of purchase prices that could be consummated or shall otherwise be delayed.paid in the Auction;
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.)
Voluntary Prepayment. (a) The Borrower shall have may, at its option, prepay the right Debt in full or in part at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, howeverthat, that (iA) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to is continuing as of the date of the applicable prepayment (other than for any Revolving Loan prepayment in connection with a Default Release or the prepayment of a Defaulting Lender.
the Debt in full in accordance with Section 2.7(c) hereof); (bB) Voluntary prepayments of Term Loans Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be applied against the remaining scheduled installments of principal due in respect revocable and subject to modification) (a “Prepayment Notice”) of the Term Loans under Section 2.11 as directed by amount of the Borrower.
(c) Each notice of prepayment shall specify the prepayment date Loan that Borrower intends to prepay and the intended date of prepayment; (C) intentionally omitted; and (D) Borrower pays Lender, in addition to the outstanding principal amount of each Borrowing (or portion thereof) the Loan to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by (x) all interest which would have accrued on the amount stated therein on of the date stated thereinDebt to be prepaid through and including the last day of the Interest Accrual Period during which such prepayment occurs (all such interest payable under this clause (x), the “Additional Interest”); provided(y)
(I) all other sums due and payable under this Agreement, howeverthe Note, that and the other Loan Documents (if any) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Xxxxxx in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if such prepayment is for all of occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued due and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayable. Notwithstanding anything to the contrary contained in this AgreementSection 2.7(a), the Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any such notice reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment if made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mortgage Loan and Mezzanine B Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedMortgage Loan and Mezzanine B Loan.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Voluntary Prepayment. (a) The Borrower shall have Company has notified the right at Lenders that it may wish to make voluntary prepayments of the Term Loans on up to three occasions (each, a “Voluntary Prepayment”) during the period commencing on the date hereof and ending on the date that is the 90th day following the date hereof (the “Prepayment Period”) pursuant to the procedures described in this Section 3.1 (the transactions described in this Section 3.1, collectively, the “Voluntary Prepayment Transaction”). In connection with any time and from time to time Voluntary Prepayment, the Company will notify the Lenders of Term Loans (the “Prepayment Notice”) that the Company desires to prepay any Borrowing, Term Loans with proceeds in whole or in part, upon at least three Business Days’ prior written or fax notice an aggregate amount specified by the Company (or telephone notice promptly confirmed by written or fax notice) which amount shall be not less than $50,000,000 in the case of Eurodollar Loansthe first Voluntary Prepayment; each, or written or fax notice (or telephone notice promptly confirmed by written or fax noticea “Prepayment Amount”) at least one Business Day prior a discount (which is expected to be within a range to be specified by the date Company with respect to each Voluntary Prepayment; the “Discount”) equal to a percentage of prepayment in par of the case principal amount of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, provided that (i) each partial prepayment the aggregate Prepayment Amounts for all Voluntary Prepayments undertaken by the Company during the Prepayment Period shall be in an amount that is an integral multiple of not exceed $500,000 and not less than $1,000,000 200,000,000 and (ii) at the Borrower’s election in connection with any prepayment no proceeds of Revolving Credit Loans pursuant shall be used to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of finance a Defaulting LenderVoluntary Prepayment.
(b) In connection with a Voluntary prepayments Prepayment, the Company will allow each Lender of Term Loans shall be applied against to specify a discount to par (the remaining scheduled installments “Acceptable Discount”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of principal due in respect of the Term Loans at which such Lender is willing to permit such Voluntary Prepayment. Based on the Acceptable Discounts and principal amounts of Term Loans specified by Lenders, the Administrative Agent, in consultation with the Company, will determine the applicable discount (the “Applicable Discount”) for the Voluntary Prepayment which will be the lower of (i) the lowest Acceptable Discount at which the Company can complete the Voluntary Prepayment for the Prepayment Amount and (ii) the highest Acceptable Discount specified by the Lenders that is within the range for the Discount specified by the Company. The Company shall prepay Term Loans (or the respective portions thereof) offered by Lenders at the Acceptable Discounts specified by each such Lender that are equal to or less than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under Section 2.11 as directed 3.1(c)) would exceed the Prepayment Amount for such Voluntary Prepayment, the Company shall prepay such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the BorrowerAdministrative Agent).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing All Term Loans prepaid by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect Company pursuant to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 3.1 shall be accompanied by payment of accrued and unpaid interest on the par principal amount to be so prepaid to to, but excluding not including, the date of payment. Notwithstanding anything prepayment.
(d) The par principal amount of Term Loans prepaid pursuant to this Section 3.1 shall be applied to reduce the remaining installments of the respective Term Loans in indirect order of maturity.
(e) Each Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Company and Lenders and determination of Applicable Discount) established by the Administrative Agent acting in its sole discretion.
(f) The Lenders hereby consent to the contrary contained transactions described in this Agreement, Section 3.1 and waive the Borrower may rescind requirements of any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount provision of the Credit FacilitiesAgreement (including, which refinancing without limitation, Sections 8.5, 8.18 and 16.7) that might otherwise result in a Default or Event of Default as a result of the Voluntary Prepayment Transaction. The Lenders further acknowledge that following a Voluntary Prepayment, principal, interest and any related payments in respect of the applicable Term Loans may be made on a non-pro rata basis among the applicable Lenders to reflect subsequent amortization of the then outstanding Term Loans.
(g) This Amendment shall not be consummated neither (i) require the Company to undertake any Voluntary Prepayment during the Prepayment Period nor (ii) limit or shall otherwise be delayedrestrict the Company from making voluntary prepayments of the Loans in accordance with the provisions of the Credit Agreement as in effect prior to the Amendment Effective Date (as defined below).
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Voluntary Prepayment. (a) The Subject as provided in this Clause, any Borrower shall have may, by giving not less than five Business Days’ prior notice to the right Facility Agent, prepay (or procure prepayment of) any Loan at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments A prepayment of Term Loans shall part of a Loan must be applied against in a minimum amount of €10,000,000 and an integral multiple of €5,000,000 or such lesser amount as may be outstanding or such other amount as may be agreed by the remaining scheduled installments of principal due in respect Facility Agent (acting on the instructions of the Term Loans under Section 2.11 as directed by the BorrowerMajority Lenders).
(c) Each notice KDG or KDVS may make any Junior Debt Payment:
(i) at any time prior to the first Utilisation Date (provided that such Junior Debt Payment is also a KDHoldco Notes Payment (and provided further that the proceeds of prepayment shall specify any subsequent transaction involving the prepayment date KDHoldco Notes the subject of such KDHoldco Notes Payment are received by KDVS and/or KDG) and the principal aggregate of the amount of each Borrowing all such KDHoldco Notes Payments are limited to the lower of (or portion thereofA) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay amounts of such Borrowing Junior Debt Payment permitted by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice Existing Facility as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding at the date of this Agreement or (B) euro 35,000,000); or
(ii) at any time thereafter, so long as (after giving effect to such payment. Notwithstanding anything ) the ratio of the aggregate amount of all Junior Debt Payments made pursuant to this Clause 8.5(c)(ii) since the first Utilisation Date to the contrary contained in this Agreementaggregate amount of Relevant Senior Debt Payments made since the first Utilisation Date does not exceed the Permitted Ratio (calculated at the time of such payment) and provided further that the proceeds of any subsequent transaction involving the High Yield Notes or, as the case may be, the Borrower may rescind any KDHoldco Notes the subject of such notice of prepayment if such prepayment would have resulted from a refinancing Junior Debt Payment are received by KDVS and/or KDG. The Junior Debt Payments permitted under this Clause 8.5(c)(ii) that are made after the first Utilisation Date must not exceed €200,000,000 over the life of the full amount Facilities.
(d) For the purpose of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.Clause 8.5
Appears in 1 contract
Samples: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)2:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender2,000,000.
(b) Voluntary prepayments of Term Loans shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of (x) the Term Loans under Section 2.11 as directed by or (y) any Other Term Loans under the Borrowerapplicable amortization schedule set forth in the applicable Incremental Term Loan Assumption Agreement.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) and 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(d) In the event that, prior to the contrary contained second anniversary of the Closing Date, all or any portion of the Term Loans are prepaid as required pursuant to Section 2.13(d) or voluntarily prepaid pursuant to Section 2.12(a), in this Agreementeach case, such prepayment shall be accompanied by a premium such that the Borrower may rescind aggregate amount of such prepayment shall be equal to (x) 102% of the principal amount of Term Loans so prepaid, in the case of any such notice prepayment that is made on or prior to the first anniversary of prepayment if the Closing Date and (y) 101% of the principal amount of Term Loans so prepaid, in the case of any such prepayment would have resulted from a refinancing that is made after the first anniversary of the full amount Closing Date but on or prior to the second anniversary of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedClosing Date.
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Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time right, upon giving the Bank not less than five (5) Banking Days’ notice in writing, to prepay any Borrowing, part or all of the Loan in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior Borrower to the date of prepayment in the case of ABR Loans, Bank hereunder or pursuant to the Administrative Agent before 12:00 other Security Documents and all interest accrued thereon, provided that:
(noon), New York City time; provided, a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice;
(b) such prepayment may take place only on the last day of an Interest Period in respect of the Loan provided however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial such prepayment shall be in an amount that is an integral multiple of $500,000 and not no less than Dollars one hundred thousand ($1,000,000 100,000) or a whole multiple thereof or the balance of the Loan and (ii) at will be applied by the Borrower’s election Bank in connection with any or towards the pro-rata prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.the Balloon Installment and the Repayment Instalments;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(e) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(f) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Loan Agreement (FreeSeas Inc.)
Voluntary Prepayment. 4.3.1 Any Borrower may voluntarily prepay any of the Loans advanced to it in full at any time PROVIDED that:
(a) The Borrower the Agent shall have the right at any time and received from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and GFC not less than $1,000,000 and ten (ii10) at the Borrower’s election Business Days notice (in connection with any prepayment this Clause 4.3.1 a PREPAYMENT NOTICE) of Revolving Loans pursuant its intention to this Section 2.12(a), make such prepayment shall not, so long as no Event of Default then exists, specifying the date on which such prepayment is to be applied to any Revolving Loan of a Defaulting Lender.made (the PREPAYMENT DATE); and
(b) Voluntary prepayments of Term Loans any such prepayment shall be applied against made in the remaining scheduled installments same currency as the relevant Advance; and
(c) the Prepayment Date shall also be a Repayment Date. The Agent shall promptly inform the National Agents of principal the receipt of the Prepayment Notice. The relevant Borrower shall pay to the Agent in respect of each Loan being prepaid by it on the Prepayment Date the relevant Termination Amount as shall be notified to it by the Agent in writing.
4.3.2 No amount prepaid may be re-borrowed.
4.3.3 The relevant Borrower shall pay all amounts due under Clause 4.3.1 into the Proceeds Account for application in accordance with Clause 12.6 (APPLICATION OF PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE PURSUANT TO CLAUSES 4.3, 4.6, 4.8 AND 4.10).
4.3.4 Provided that no Relevant Event or Termination Event has occurred and is continuing, upon irrevocable receipt in full of the amounts set out in Clause 4.3.1 by the Agent, the Security Trustee shall confirm in writing to GFC that the Secured Loan Obligations in respect of the Term Loans under Section 2.11 as directed that have been prepaid have been satisfied in full at which time title to the relevant Aircraft shall be transferred by the relevant Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made ' in connection accordance with the termination or permanent reduction relevant Credit Sale Agreement. Upon title transferring to such person as is nominated by GFC, at the request and cost of GFC, the Revolving Credit Commitments) Security Trustee shall be accompanied by accrued and unpaid interest on release the principal amount to be prepaid to but excluding English Law Mortgage, the date of payment. Notwithstanding anything to the contrary contained in this AgreementMortgage, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing Security Assignment and the Lease Security Assignment in respect of the full amount Loans that have been prepaid and take such other action which GFC may reasonably request of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedit in order to effect such releases.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingmay voluntarily prepay, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar all outstanding Loans, or provided that:
(a) the Borrower has sent a written or fax notice to the Administrative Agent (or telephone notice promptly confirmed by written or fax noticefor prompt delivery to the Lenders) at least one 5 (five) Business Day Days prior to the intended prepayment date to inform the Administrative Agent of its intention to prepay all or any portion of the Loans, specifying the amount of such prepayment (which must be in an amount of at least R$10,000,000.00 (ten million Reais)) and the relevant prepayment date; provided such notice shall be irrevocable except to the extent conditioned on the consummation of an acquisition, investment, change of control, debt or equity offering, or debt financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied;
(b) on the relevant prepayment date, the Borrower shall pay:
(i) the relevant Principal amount of such prepayment of the CCBs;
(ii) the accrued Interest to the date of prepayment in such prepayment; and
(iii) the case of ABR LoansPrepayment Cost, provided that the Prepayment Cost will not be due if (1) cumulatively, (A) on or before the date corresponding to the Administrative Agent 180th (one hundred eightieth) day after the Borrowing Date, Vrio has not consummated the Parent IPO; (B) the prepayment occurs on or before 12:00 date corresponding to the 210th (noontwo hundred tenth) day after the Borrowing Date; and (C) the Termination Date shall have occurred in connection with such prepayment; or (2) the prepayment occurs on or after the date corresponding to the 4th (fourth) anniversary of the Borrowing Date (inclusive), New York City time; provided, however, that ;
(ic) each partial any voluntary prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against prepay the remaining scheduled installments of principal due in respect of the Term all Loans under Section 2.11 as directed by the Borrower.;
(cd) Each notice of any voluntary prepayment shall specify be made for the prepayment date account of the Lenders pro rata in accordance with the respective unpaid Principal amounts of the Loans then due and the principal amount of each Borrowing payable to them; and
(or portion thereofe) to amounts that are prepaid may not be prepaid, shall be irrevocable and shall commit reborrowed by the Borrower to prepay such Borrowing by under the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedLoan Documents.
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Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)noon)1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Administrative Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied to the remaining scheduled amortization payments relating to such Term Loans as elected by the Administrative Borrower.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such notices states that the prepayment is for all contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or any other specified event (including, but not limited to, the then outstanding Loansoccurrence of any Asset Sale or Change of Control), then the Administrative Borrower may may, if the specified condition is not satisfied, (x) revoke such notice as provided below and/or (y) extend the prepayment date by not more than five (5) Business DaysDays (in the case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified date); provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
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Voluntary Prepayment. (a) The Borrower shall have may voluntarily prepay all or any part of the right Term Principal Amount at any time time, and from time each such voluntary prepayment is subject to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior the following conditions:
(i) Lender must receive Borrower’s written or fax telephonic prepayment notice by 10:00 a.m. on the prepayment date;
(or telephone ii) The prepayment notice promptly confirmed by written or fax noticeshall (A) in specify the case prepayment date, (B) specify the amount of Eurodollar Loansthe Term Loan to be prepaid, or written or fax notice and (or telephone notice promptly confirmed by written or fax noticeC) at least one Business Day prior constitute an irrevocable and binding obligation of Borrower to the date of make a prepayment in such amount on the case of ABR Loans, to the Administrative Agent before 12:00 designated prepayment date;
(noon), New York City time; provided, however, that (iiii) each partial prepayment shall must be in an a minimum amount that is an of not less than (A) $50,000 or a greater integral multiple of $500,000 and not 10,000 or (B) if less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a)requested minimum amount, such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect outstanding balance of the Term Loans under Section 2.11 as directed by the Borrower.Principal Amount; and
(civ) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to portion of the Term Principal Amount being prepaid must also be prepaid to but excluding paid in full on the prepayment date of payment. Notwithstanding anything and each partial prepayment shall be applied to the contrary contained scheduled principal payments in this Agreementthe inverse order of their maturity;
(b) Notwithstanding the foregoing, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing pursuant to Landlord’s election to do so pursuant to Section 10.10 of the full amount Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and UCC Financing Statement for Fixture Filing dated as of the Credit FacilitiesClosing Date (as amended, which refinancing restated, supplemented or otherwise modified from time to time) executed by Borrower, as grantor, to the trustee named therein for the benefit of Lender, Landlord may voluntarily prepay all of the Term Principal Amount in full, together with all accrued and unpaid interest in respect thereof, at any time.
(c) All prepayments under this Section 2.3 shall not be consummated without premium or shall otherwise be delayedpenalty.
Appears in 1 contract
Samples: Credit Agreement (iBio, Inc.)
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partpart without premium or penalty other than as provided in Section 2.16 and Section 2.25, (i) upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, (ii) upon at least two Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of CDOR Rate Term Loans or (iii) written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans or Canadian Prime Rate Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) in each case, each partial prepayment shall be in an amount that is an integral multiple of $500,000 US$1,000,000 or C$1,000,000, as applicable, and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a)US$5,000,000 or C$5,000,000, such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderapplicable.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the such Term Loans under Section 2.11 as directed by the Borrowerapplicable Borrower (or absent such direction, pro rata).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding LoansTerm Loans under any Tranche, or all Tranches, then the Borrower Borrowers may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that (i) if the then outstanding Term Loans under any Tranche or all Tranches are being prepaid in full Borrowers may extend the prepayment date by the amount of any delay in the consummation of any refinancing that is the source of such prepayment, and (ii) the provisions of Section 2.16 shall apply with respect to any all such revocation revocations or extensionextensions. All prepayments under this Section 2.12 shall be subject to Section Sections 2.16 and 2.25 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
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Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender1,000,000.
(b) Voluntary prepayments of Term Loans shall be applied against to the remaining scheduled installments Class of principal due in respect of the Term Loans under Section 2.11 selected by the Borrowers (it being understood that in the case of a prepayment of any Term B-1 Loans, such prepayments shall be applied on a pro rata basis to all Term B-1 Loans (including the Add-on Term B-1 Loans, on a pro rata basis) and to the outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the BorrowerBorrowers (or in the absence of direction, in direct order of maturity).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the applicable Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided provided, further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, provided that (i) each partial prepayment shall be in an amount (x) with respect to Term Loans, that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) with respect to Revolving Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case) and (iiz) at with respect to Swingline Loans, that is an integral multiple of $100,000 and not less than $250,000 (or such lesser amount as is acceptable to the Borrower’s election Administrative Agent in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(agiven case), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the BorrowerBorrower (or, absent such directions, in direct order of maturity).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; providedprovided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or a Qualified Public Offering, however, that in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment condition is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Dayssatisfied; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section Sections 2.12(d) and 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(d) Upon any voluntary prepayment of Term Loans pursuant to this Section 2.12 in connection with a Repricing Event on or prior to the contrary contained in this Agreementdate that is 180 days after the Amendment No. 2 Effective Date, the Borrower may rescind any such notice shall pay a prepayment fee of prepayment if such prepayment would have resulted from a refinancing one percent (1.00%) of the full principal amount of the Credit FacilitiesTerm Loans so prepaid or subject to such Repricing Event, which refinancing shall not be consummated or shall otherwise be delayedas applicable.
Appears in 1 contract
Samples: Credit Agreement (Advanced Disposal Services, Inc.)
Voluntary Prepayment. On or about the Second Amendment Effective Date, Borrower made a prepayment to Bank in an amount equal to Twenty Million Dollars (a$20,000,000) The of the outstanding principal balance of the Term Loan Advance as of such date. On or about April 1, 2022, Xxxxxxxx made a prepayment to Bank in an amount equal to Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance on such date. On or about the Third Amendment Effective Date, Borrower prepaid an additional One Million Dollars ($1,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “Third Amendment Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee was applied to the Third Amendment Prepayment. On or prior to September 30, 2022, Borrower shall prepay an additional Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “2022 Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee shall apply to the 2022 Prepayment. On or prior to the Fall 2022 Prepayment Date, Borrower shall prepay an additional Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “Fall 2022 Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee shall apply to the Fall 2022 Prepayment. At any time, Borrower shall have the right at any time and from time to time option to prepay any Borrowingall, in whole or in partbut not less than all, upon of the remaining outstanding principal balance of the Term Loan Advance, provided Borrower (A) delivers written notice to Bank of its election to prepay the remaining outstanding principal balance of the Term Loan Advance at least three five (5) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day Days prior to such prepayment, and (B) pays, on the date of such prepayment in the case of ABR Loans, (w) all remaining outstanding principal due hereunder with respect to the Administrative Agent before 12:00 Term Loan Advance, plus accrued and unpaid interest thereon, (noon)x) the Prepayment Fee, New York City time; providedif applicable, however(y) the Final Payment, and (z) all other sums, if any, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 have become due and not less than $1,000,000 and (ii) payable hereunder with respect to the Term Loan Advance, including interest at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply Rate with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedpast due amounts.”
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender5,000,000.
(b) Voluntary Except as otherwise expressly provided in a notice of prepayment delivered by the Borrower pursuant to Section 2.12(a), voluntary prepayments of Term Loans shall be applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower2.11.
(c) Each notice of prepayment shall specify the prepayment date and date, the principal amount of each Borrowing (or portion thereof) to be prepaidprepaid and the manner in which such prepayment shall be applied, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Term Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. .
(d) In the event all or any portion of the Term Loans are (i) repaid through any voluntary repayments, (ii) repriced (or effectively refinanced) through any amendment of this Agreement (and such amendment results in a reduction of the interest rates on such Term Loans) or (iii) prepaid pursuant to Section 2.13(a), (b), (d), (e) or (f) (but solely in the case of Section 2.13(f) in any principal amounts prepaid in excess of $100,000,000 in the aggregate), in each case (A) on or prior to the second anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium in an amount (the “Yield Maintenance Amount”) equal to the present value of the sum of (I) the Applicable Margin that would have been payable for Eurodollar Term Loans plus (II) the greater of (1) the Adjusted LIBO Rate “floor” (i.e. 1.50%) and (2) the Adjusted LIBO Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of repayment or repricing is given), in each case calculated as a rate per annum on the amount of the principal of such Term Loans repaid or repriced from the date of such repayment or repricing until the second anniversary of the Closing Date plus (III) the call premium on the amount of the principal of such Term Loans repaid or repriced that would have been payable on such Term Loans had such repayment or repricing been made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points) or (B) after the second anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium equal to (x) 2.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing Date and (y) 1.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date.
(e) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or its Affiliates may repurchase outstanding Term Loans on the following basis (or as otherwise permitted pursuant to Section 9.04):
(i) at any time when no Default or Event of Default shall have occurred and be continuing, Affiliates of the Borrower (other than Intermediate Holdings and its subsidiaries) may purchase all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment and Assumption between such Affiliate and such Lender or Lenders in an aggregate principal amount not to exceed (when combined with all prior purchases pursuant to this clause (i)), 25% of the Term Loans then outstanding (such purchasing Affiliate, an “Affiliated Lender”); provided that, with respect to such repurchases, (A) the Borrower shall simultaneously cause such Affiliated Lender to provide a copy of such Assignment and Assumption and any other agreements between such Affiliated Lender and such Lender with respect to such purchase to the Administrative Agent, (B) such Affiliated Lender shall represent that, as of the date of such purchase, it is not in possession of any information regarding the Borrower or its Subsidiaries, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to sell its Term Loans to such Affiliate or to enter into any Assignment and Assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have declined to receive “private-side” information posted for Lenders who elect to receive the same), (C) such Affiliated Lender shall agree and acknowledge that it shall not be permitted to attend any meeting (live, by any electronic means or otherwise) with the Administrative Agent or any other Lender or receive any information from the Administrative Agent or any other Lender or provided to the Administrative Agent or any other Lender by the Borrower (other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to the Lenders pursuant to Article II) and shall not have access to any Platform established for the Credit Facilities or any Communications, (D) notwithstanding anything to the contrary, any Affiliated Lender may at any time forgive (without any direct or indirect consideration from Intermediate Holdings or any of its subsidiaries (other than Equity Interests of Intermediate Holdings)) or contribute (as consideration for additional Equity Interests of Intermediate Holdings or as an additional contribution to the capital of Intermediate Holdings together with the substantially concurrent cancellation by the Borrower of all Indebtedness represented by such Term Loans) any or all of the Indebtedness represented by such Term Loans as evidenced by a written instrument delivered to the Administrative Agent and (E) notwithstanding anything contained herein or in any other Loan Document to the contrary, no Affiliated Lender shall be permitted to make or bring any claim, in its capacity as a Lender, against any Agent or any other Lender with respect to the rights and duties of such Person under the Loan Documents; for the avoidance of doubt, the limitations set forth in this Section 2.12(e) shall not apply to Qualified Debt Investors;
(ii) in addition, at any time when no Default or Event of Default shall have occurred and be continuing, the Borrower may rescind conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Lenders managed exclusively by the Administrative Agent or another investment bank or commercial bank of recognized standing selected by the Borrower (in such capacity, the “Auction Manager”); provided that, (A) the Borrower delivers a notice of prepayment if the Term Loans that will be subject to such prepayment Auction to the Administrative Agent (for distribution to the Lenders) no later than 1:00 p.m. (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans the Borrower is willing to purchase in the Auction and (3) the range of discounts or premiums to par at which the Borrower would have resulted from a refinancing of be willing to repurchase the full Offer Loans; (B) the maximum dollar amount of the Credit FacilitiesAuction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) the Borrower shall hold the Auction open for a minimum period of two Business Days; (D) a Lender who elects to participate in the Auction may choose to tender all or part of such Lender’s Offer Loans; (E) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in proportion to their Term Loans; and (F) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, which refinancing are consistent with this Section 2.12(e) and are reasonably acceptable to the Borrower and the Administrative Agent, that a Lender must follow in order to have its Offer Loans repurchased;
(iii) with respect to all repurchases made by the Borrower pursuant to this Section 2.12(e), (A) as of the date of such repurchase of Term Loans, the aggregate of all unrestricted cash and unrestricted Permitted Investments of the Borrower and the Subsidiaries is at least $50,000,000, (B) the Borrower shall pay to the applicable assigning Lender all accrued and unpaid interest, if any, on the repurchased Term Loans to the date of repurchase of such Term Loans, (C) the repurchase of such Term Loans by the Borrower shall be deducted from the calculation of Excess Cash Flow to the extent provided in the definition thereof, (D) the Borrower shall represent that, as of the launch date of the related Auction and the effective date of any Assignment and Assumption, it is not in possession of any information regarding the Borrower, its Subsidiaries or its Affiliates, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Assignment and Assumption or any of the transactions contemplated thereby and that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have declined to receive “private-side” information posted for Lenders who elect to receive the same) and (E) such repurchases shall not be consummated deemed to be voluntary prepayments pursuant to this Section 2.12, Section 2.17 or Section 2.19 except that the amount of the Term Loans so repurchased shall otherwise be delayedapplied on a pro rata basis to reduce the scheduled remaining installments of principal on such Term Loan; and
(iv) following any repurchase by the Borrower (but not any Affiliated Lender) pursuant to this Section 2.12(e), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 2.12(e), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. Any payment made by the Borrower in connection with a repurchase permitted by this Section 2.12(e) shall not be subject to the provisions of either Section 2.19(a) or Section 2.17. Failure by the Borrower to make any payment to a Lender required by an agreement permitted by this Section 2.12(e) shall not constitute an Event of Default under Article VII(b).
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Voluntary Prepayment. (a) The Borrower shall have Company may, on any Interest Payment Date, prepay all or any part of the right at DEG Loan then outstanding, on not less than thirty (30) days' written notice to DEG, but only if:
(i) the Company simultaneously pays the prepayment premium specified in Section 3.8 hereof in respect of any time outstanding balance of the DEG Loan, with respect to the portion of the DEG Loan so prepaid;
(ii) the Company simultaneously pays (x) all accrued interest on the amount of the DEG Loan to be prepaid, and from time to time to prepay any Borrowing(y) all other amounts then payable under this Agreement;
(iii) for a partial prepayment, such prepayment is in whole or in partan aggregate amount of not less than One Million Deutsche Marks (DM1,000,000);
(iv) the Company simultaneously prepays, upon at least three Business Days’ prior written or fax notice pro rata, the outstanding principal amount of the IFC Loans (or telephone notice promptly confirmed by written or fax notice) in portion thereof, as applicable), together with all accrued interest on the case principal amounts of Eurodollar Loans, or written or fax notice the Loans (or telephone notice promptly confirmed by written portions thereof, as applicable), the Maintenance Amount (if any) on the Loans (or fax noticeportions thereof, as applicable) at least one Business Day and all other amounts then due hereunder or under any of the other Loan Documents; and
(v) if DEG so requires, the Company delivers to DEG, prior to the date of prepayment, evidence satisfactory to DEG that all Governmental Approvals necessary in respect of the prepayment have been obtained or an opinion of counsel, in the case of ABR Loans, form and substance reasonably satisfactory to the Administrative Agent before 12:00 (noon), New York City time; provided, howeverDEG, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lendernone are required.
(b) Voluntary prepayments of Term Loans Amounts prepaid under this Section and Section 3.7 shall be applied against the remaining scheduled by DEG to all respective outstanding repayment installments of principal due the DEG Loan in respect inverse order of the Term Loans under Section 2.11 as directed by the Borrowermaturity.
(c) Each Upon delivery of a notice of prepayment in accordance with subsection (a) above, the Company shall specify make the prepayment date and in accordance with the principal amount terms of each Borrowing that notice.
(or portion thereofd) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all The Company may not request Disbursement of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments amounts prepaid under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Special Conditions Agreement (Panda Global Holdings Inc)
Voluntary Prepayment. (a) The Subject to Section 2.11(e), the Borrower shall have the right at any time and from time to time to prepay (or cause to be prepaid) any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or upon at least one Business Day’s prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000, and (ii) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans of any Class shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the BorrowerBorrower in the notice described in clause (a) above (and absent such direction, pro rata among Classes in direct order of maturity).
(c) Each notice of prepayment shall be substantially in the form of Exhibit K to this Agreement (or such other form as agreed to by the Administrative Agent) and shall specify the prepayment date and date, the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable prepaid and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all application of the then outstanding Loans, then prepayment to the Borrower remaining scheduled amortization payments and may revoke such notice as be revoked or extended (provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension). All prepayments under this Section 2.12 shall be subject to Section 2.16 Sections 2.11(e) and 2.16, but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Credit Agreement (RCS Capital Corp)
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is (x) in the case of Eurodollar Loans, an integral multiple of $500,000 100,000 and not less than $1,000,000 500,000, and (y) in the case of ABR Loans, an integral multiple of $100,000 and not less than $500,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall shall, unless rescinded as provided below, be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that the Borrower may rescind any notice of prepayment under Section 2.12(a) by notice to the Administrative Agent on the date of prepayment if such prepayment is for would have resulted from an acquisition, an Asset Sale or other disposition of assets or a refinancing of all or any portion of the then outstanding Loansapplicable Class, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by which acquisition, Asset Sale, disposition or refinancing shall not more than five Business Days; provided further, however, that the provisions of Section 2.16 be consummated or otherwise shall apply with respect to any such revocation or extensionbe delayed. All prepayments under this Section 2.12 shall be subject to any payments required to be made by the Borrower pursuant to Section 2.16 2.16, but otherwise may be made without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Credit Agreement (Smart Sand, Inc.)
Voluntary Prepayment. After the earlier of (aA) The Borrower the Acceptance Time (as defined in the Acquisition Agreement), (B) if either (y) if the Company has terminated the Acquisition Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(iii) thereof in order to enter into an Alternative Acquisition Agreement (as such term is defined in the Acquisition Agreement) or (z) Peak Holding Corp. has terminated the Acquisition Agreement pursuant to Section 9.1(d)(i)(A) or Section 9.1(d)(i)(B) (if such Company Adverse Recommendation Change is made in connection with a Superior Proposal, as such terms are defined in the Acquisition Agreement) thereof and the Company subsequently enters into an Alternative Acquisition Agreement, then the time of consummation of the transaction contemplated by such Alternative Acquisition Agreement, (C) if the Company has terminated the Acquisition Agreement pursuant to Section 9.1(c)(ii) thereof, thirty (30) days after such termination or (D) if the Acquisition Agreement is terminated pursuant to Section 9.1(d)(iii) thereof, thirty (30) days after such termination, at the Issuers’ option, subject to the Intercreditor Agreement, the Issuers shall have the right at any time and from time to time option to prepay any Borrowingall, in whole or in partbut not less than all, upon at least three Business Days’ prior of the Obligations, provided the Issuers (i) deliver written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 Issuer of its election to exercise to prepay the Obligations at least five (noon)5) days prior to such prepayment, New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a)pay, such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 prepayment: (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit CommitmentsA) shall be accompanied by all accrued and unpaid interest on with respect to the principal amount to be prepaid to but excluding Notes through the date of payment. Notwithstanding anything the prepayment is made; (B) all unpaid principal with respect to the contrary contained in this Agreement, Notes; (C) the Borrower may rescind any such notice of Prepayment Premium applicable thereto (except with respect to a Failure to Accept an RFO); and (D) all other Obligations that have been incurred but are unpaid through the date the prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedis made.
Appears in 1 contract
Samples: Note Purchase and Security Agreement (Comverge, Inc.)
Voluntary Prepayment. On or about the Second Amendment Effective Date, Borrower made a prepayment to Bank in an amount equal to Twenty Million Dollars (a$20,000,000) The of the outstanding principal balance of the Term Loan Advance as of such date. On or about April 1, 2022, Borrower made a prepayment to Bank in an amount equal to Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance on such date. On or prior to the earlier to occur of (A) the Third Amendment Effective Date or (B) the date on which Bank, at Borrower’s request, issues a cash secured Letter of Credit with Centennial Valley Properties I, LLC as the beneficiary securing Borrower’s obligations under the Lease Agreement, Borrower shall prepay an additional One Million Dollars ($1,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “Third Amendment Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee shall apply to the Third Amendment Prepayment. On or prior to the 2022 Prepayment Date, Borrower shall prepay an additional Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “2022 Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee shall apply to the 2022 Prepayment. At any time, Borrower shall have the right at any time and from time to time option to prepay any Borrowingall, in whole or in partbut not less than all, upon of the remaining outstanding principal balance of the Term Loan Advance, provided Borrower (A) delivers written notice to Bank of its election to prepay the remaining outstanding principal balance of the Term Loan Advance at least three five (5) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day Days prior to such prepayment, and (B) pays, on the date of such prepayment in the case of ABR Loans, (w) all remaining outstanding principal due hereunder with respect to the Administrative Agent before 12:00 Term Loan Advance, plus accrued and unpaid interest thereon, (noon)x) the Prepayment Fee, New York City time; providedif applicable, however(y) the Final Payment, and (z) all other sums, if any, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 have become due and not less than $1,000,000 and (ii) payable hereunder with respect to the Term Loan Advance, including interest at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply Rate with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedpast due amounts.”
Appears in 1 contract
Voluntary Prepayment. (a%3) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior following written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (ix) each partial prepayment shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple and not less than $1,000,000 the Borrowing Minimum and (iiy) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(a) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:
(i) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;
(ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the “Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;
(iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;
(iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount;
(v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and
(vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries.
(vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then have, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.
(b) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as directed specified by the Borrowerapplicable Term Borrower or Term Borrowers.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding LoansLoans of a Class, then the applicable Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Daysdate; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 2.12(a) shall be subject to Section 2.16 Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 2.12(a) (other than prepayments of ABR Daily Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything .
(d) If, prior to the contrary contained in this Agreementdate that is six months after the 2016 Restatement Date, the Borrower may rescind (i) all or any such notice of prepayment if such prepayment would have resulted from a refinancing portion of the full amount European Term Loans or the U.S. Term Loans are prepaid out of the Credit Facilitiesproceeds of a substantially concurrent issuance or incurrence of secured term loans that are marketed or syndicated to banks and other institutional investors and the effective yield (as determined by the Administrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, which refinancing in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate or the EURIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the European Term Loans or the U.S. Term Loans, as the case may be, or (ii) a European Term Lender or a U.S. Term Lender must assign its European Term Loans or U.S. Term Loans, as the case may be, pursuant to Section 2.21, in each case as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such European Term Loans or U.S. Term Loans, as the case may be, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the European Borrowers, in the case of European Term Loans, or the U.S. Borrowers, in the case of U.S. Term Loans, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(e) shall not be consummated or shall otherwise be delayedapply to any prepayment of the Term Loans upon the occurrence of a Change in Control.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar EurodollarTerm SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon)1:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) at the Administrative Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied to the remaining scheduled amortization payments relating to such Term Loans as elected by the Administrative Borrower.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower Borrowers to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such notices states that the prepayment is for all contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or any other specified event (including, but not limited to, the then outstanding Loansoccurrence of any Asset Sale or Change ofin Control), then the Administrative Borrower may may, if the specified condition is not satisfied, (x) revoke such notice as provided below and/or (y) extend the prepayment date by not more than five (5) Business DaysDays (in the case of each of clauses (x) and (y), by providing notice to the Administrative Agent on or prior to the specified date); provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Credit Agreement (Enviva Inc.)
Voluntary Prepayment. The Borrowers shall have the right, to prepay part or the entire Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrowers to the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided, that:
(a) The Borrower the Bank shall have received from the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Borrowers not less than ten (10) Banking Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax noticewhich shall be irrevocable) in of their intention to make such prepayment and specifying the case account, the date on which such prepayment is to be made;
(b) such prepayment may take place only on the last day of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior an Interest Period relating to the date part of prepayment in the case of ABR LoansLoan prepaid, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that if the Borrowers shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) each partial prepayment shall the Borrowers will pay in addition to the amount to be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at prepaid, any such sum as may be payable to the Borrower’s election in connection with any prepayment of Revolving Loans Bank pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.Clause 10.1;
(c) Each each such prepayment shall be equal to the amount of $2,000,000 or a whole multiple thereof or the balance of the Loan;
(d) any prepayment of less than the whole of the Loan will be applied, towards satisfaction of the Repayment Instalments (including any Balloon Instalment referred to in clause 4.1) in order of maturity or in such other manner as the Borrowers may request;
(e) every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower Borrowers to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(f) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of and
(g) the then outstanding Loans, then Borrowers may not prepay the Borrower may revoke such notice Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Loan Agreement (Costamare Inc.)
Voluntary Prepayment. (a) The Borrower shall have the right at any time right, upon giving the Lender not less than five (5) days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrower to time the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided, that:
(a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay any Borrowingsuch amount as stated in such notice;
(b) if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period the Borrower will pay, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior addition to the date of prepayment in the case of ABR Loansamount to be prepaid, any such sum as may be payable to the Administrative Agent before 12:00 Lender pursuant to Clause 10.1 (noonIndemnity), New York City time; provided, however, that ;
(ic) each partial such prepayment shall be in an amount that is an integral multiple of $500,000 100,000 or a whole multiple thereof or the balance of the Loan and not less than $1,000,000 and (ii) at will be applied by the Borrower’s election Lender in connection with any or towards pro-rata prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.the Balloon Instalment and the remaining Repayment Instalments;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax or electronic mail) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidLender, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then specified;
(e) the Borrower may revoke such notice as has provided below and/or extend evidence satisfactory to the prepayment date Lender that any consent required by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to Borrower or any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made Security Party in connection with the termination prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or permanent reduction of the Revolving Credit Commitmentsany Security Party has been complied with;
(f) shall no amount prepaid may be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, re-borrowed; and
(g) the Borrower may rescind not prepay the Loan or any such notice part thereof, save as expressly provided in this Agreement or as otherwise agreed by the Lender; Provided always that if the Borrower shall, subject always to Clause 4.2(a), make a prepayment on a Business Day other than the last day of prepayment if such prepayment would have resulted from a refinancing an Interest Period in respect of the full amount whole of the Credit FacilitiesLoan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which refinancing shall not be consummated or shall otherwise be delayedthe Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.
Appears in 1 contract
Samples: Loan Agreement (Pyxis Tankers Inc.)
Voluntary Prepayment. (a) The Borrower shall have Company has notified the right at Lenders that it may wish to make further voluntary prepayments of the Term Loans (each, a “Second Voluntary Prepayment”) during the period commencing on the date hereof and ending on December 31st , 2008 (the “Prepayment Period”) pursuant to the procedures described in this Section 3.1 (the transactions described in this Section 3.1, collectively, the “Second Voluntary Prepayment Transaction”). In connection with any time and from time to time Second Voluntary Prepayment, the Company will notify the Lenders of Term Loans (the “Prepayment Notice”) that the Company desires to prepay any Borrowing, Term Loans with proceeds in whole or an aggregate amount specified by the Company (which amount shall be not less than $10,000,000 in part, upon at least three Business Days’ prior written or fax notice each of the Second Voluntary Prepayments (or telephone notice promptly confirmed by written or fax notice) such lesser amount as remains in the case of Eurodollar Loansthe last Second Voluntary Prepayment under clause (i) in the proviso hereof)) (each, or written or fax notice (or telephone notice promptly confirmed by written or fax noticea “Prepayment Amount”) at least one Business Day prior a discount (which is expected to be within a range to be specified by the date Company with respect to each Second Voluntary Prepayment; the “Discount”) equal to a percentage of prepayment in par of the case principal amount of ABR Term Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, provided that (i) each partial prepayment the aggregate Prepayment Amounts for all Second Voluntary Prepayments undertaken by the Company during the Prepayment Period shall be in an amount that is an integral multiple of not exceed $500,000 and not 200,000,000 less than $1,000,000 the aggregate Prepayment Amount for all Voluntary Prepayments made under the First Amendment and (ii) at the Borrower’s election in connection with any prepayment no proceeds of Revolving Credit Loans pursuant shall be used to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of finance a Defaulting LenderSecond Voluntary Prepayment.
(b) In connection with a Second Voluntary prepayments Prepayment, the Company will allow each Lender of Term Loans shall be applied against to specify a discount to par (the remaining scheduled installments “Acceptable Discount”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of principal due in respect of the Term Loans at which such Lender is willing to permit such Second Voluntary Prepayment. Based on the Acceptable Discounts and principal amounts of Term Loans specified by Lenders, the Administrative Agent, in consultation with the Company, will determine the applicable discount (the “Applicable Discount”) for the Second Voluntary Prepayment which will be the lower of (i) the lowest Acceptable Discount at which the Company can complete the Second Voluntary Prepayment for the Prepayment Amount and (ii) the highest Acceptable Discount specified by the Lenders that is within the range for the Discount specified by the Company. The Company shall prepay Term Loans (or the respective portions thereof) offered by Lenders at the Acceptable Discounts specified by each such Lender that are equal to or less than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under Section 2.11 as directed 3.1(c)) would exceed the Prepayment Amount for such Second Voluntary Prepayment, the Company shall prepay such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the BorrowerAdministrative Agent).
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing All Term Loans prepaid by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect Company pursuant to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) 3.1 shall be accompanied by payment of accrued and unpaid interest on the par principal amount to be so prepaid to to, but excluding not including, the date of payment. Notwithstanding anything prepayment.
(d) The par principal amount of Term Loans prepaid pursuant to this Section 3.1 shall be applied to reduce the remaining installments of the respective Term Loans in indirect order of maturity.
(e) Each Second Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Company and Lenders and determination of Applicable Discount) established by the Administrative Agent acting in its sole discretion.
(f) The Lenders hereby consent to the contrary contained transactions described in this Agreement, Section 3.1 and waive the Borrower may rescind requirements of any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount provision of the Credit FacilitiesAgreement (including, which refinancing without limitation, Sections 8.5, 8.18 and 16.7) that might otherwise result in a Default or Event of Default as a result of the Second Voluntary Prepayment Transaction. The Lenders further acknowledge that following a Second Voluntary Prepayment, principal, interest and any related payments in respect of the applicable Term Loans may be made on a non-pro rata basis among the applicable Lenders to reflect subsequent amortization of the then outstanding Term Loans.
(g) This Amendment shall not be consummated neither (i) require the Company to undertake any Second Voluntary Prepayment during the Prepayment Period nor (ii) limit or shall otherwise be delayedrestrict the Company from making voluntary prepayments of the Loans in accordance with the provisions of the Credit Agreement as in effect prior to the Amendment Effective Date (as defined below).
Appears in 1 contract
Voluntary Prepayment. (a) The Each Borrower shall have the right at any time and from time to time to prepay any BorrowingBorrowing incurred by such Borrower, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Eurocurrency Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 1,000,000, C$1,000,000, €1,000,000 or £1,000,000, as applicable, and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a)5,000,000, such prepayment shall notC$5,000,000, so long €5,000,000 or £2,000,000, as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderapplicable.
(b) Voluntary prepayments of Term Loans shall be applied against at the remaining scheduled installments Lead Borrower’s direction (x) among each Class of Term Loans, to the extent required by the documentation governing such Class only, on a pro rata basis, or otherwise as the Lead Borrower directs and (y) to the outstanding principal amounts due in respect on a Canadian Term Loan Repayment Date, a Tranche A Term Loan Repayment Date, a Tranche C Term Loan Repayment Date or a Euro Term Loan Repayment Date, as applicable, of the each such Class of Term Loans under Section 2.11 as directed by the applicable Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Class of Term Loans, then the applicable Borrower may revoke state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice as provided below and/or extend may be revoked by the prepayment date applicable Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not more than five Business Dayssatisfied; provided provided, further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.of
Appears in 1 contract
Samples: First Amendment and Restatement Agreement (Spectrum Brands, Inc.)
Voluntary Prepayment. (a) The Borrower shall have be prohibited from prepaying the right at any time and from time to time to prepay any BorrowingLoan, in whole or in part, during the Lockout Period.
(b) Provided no Event of Default is then continuing, on any Payment Date after the expiration of the Lockout Period, or on any other date but in such case together with the payment of interest to the next Payment Date as provided in Section 1.2(b), and in either event upon at least three Business Days’ the prior written notice required by Section 1.2(b), Borrower may prepay the Loan (inclusive of any other sum due hereunder or fax notice (or telephone notice promptly confirmed by written or fax noticeunder any other Loan Document) in the case of Eurodollar Loans, or written or fax notice full (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment but not in the case of ABR Loans, to the Administrative Agent before 12:00 (noonpart), New York City time; provided, however, that which prepayment must be accompanied by payment of the applicable Yield Maintenance Premium.
(ic) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so So long as no Event of Default is then existscontinuing and all amounts then due and owing to the Lender have been paid in full, be applied Borrower may from time to any Revolving Loan time following the Lockout Period obtain the release of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect one or more of the Term Loans under Properties from the Liens of the Loan Gxxxxxx Sachs Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio Documents provided that (1) at the time of such release, Borrower shall prepay the Loan, in accordance with Section 2.11 as directed by 1.2(b) and this Section 2.4, in an amount equal to the Borrower.
applicable Release Price, (c2) Each notice of prepayment shall specify DSCR for the prepayment date Fiscal Quarter then most recently ended, recalculated to include only income and expense attributable to the Properties remaining after the release and to exclude the interest expense and principal payments on the aggregate amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit equal to or greater than the Borrower to prepay such Borrowing by DSCR for the amount stated therein on the date stated therein; provided, however, that if such prepayment is Fiscal Quarter then most recently ended for all Properties inclusive of the then outstanding LoansProperty to be released, then the (3) Borrower may revoke such notice as provided below and/or extend the prepayment date shall reimburse Lender for any actual out-of-pocket costs and expenses incurred by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made Lender in connection with this Section 2.4 (including the termination reasonable fees and expenses of legal counsel and the Servicer), (4) the Property or permanent reduction Properties to be released are conveyed, concurrently with the release, to a legal entity other than Borrower, (5) unless the entire Loan is prepaid, there shall be not fewer than four (4) Properties continuing to secure the Loan, and (6) Borrower has delivered to Lender an amendment to the LTF CO Lease deleting the Property to be released from the Liens of the Revolving Credit Commitments) Loan Documents from the premises demised to LTF CO under the LTF CO Lease and reducing the basic rent payable under the LTF CO Lease by $1,978,531.30 per Property released. Upon satisfaction of the requirements set forth in this Section 2.4, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and reasonably approved by Lender, as shall be accompanied by accrued necessary to release the applicable Property from the Liens of the Loan Documents and unpaid interest on any funds in the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything Collateral Accounts relating solely to the contrary contained in this Agreementapplicable Property.
(d) If the Note has been componentized into multiple Note Components, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing all prepayments of the full amount of Loan made in accordance with this Section 2.1 shall be applied to the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayedNote Components pro rata in accordance with their then outstanding principal balances so that the blended Interest Rate continues to equal the Initial Interest Rate.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in partright, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in giving the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and Bank not less than $1,000,000 ten (10) Banking Days' prior notice in writing, to prepay part or all of the Loan in each case together with all unpaid interest accrued thereon, plus any Break Costs, plus all other sums of money whatsoever due and (ii) at owing from the Borrower’s election in connection with any prepayment of Revolving Loans Borrower to the Bank hereunder or pursuant to this Section 2.12(a)the other Security Documents and all interest accrued thereon, provided that:
5.02.01. the giving of such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed notice by the Borrower.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall Borrower will irrevocably commit the Borrower to prepay such Borrowing by the amount as stated therein in such notice;
5.02.02. such prepayment may take place only on the date stated therein; last day of an Interest Period relating to the part of the Loan to be prepaid, provided, however, that if the Borrower shall request consent to make such prepayment is for all on another day and the Bank shall accede to such request (it being in the sole discretion of the then outstanding Loans, then Bank to decide whether or not so to do) the Borrower may revoke such notice as provided below and/or extend will pay in addition to the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything as per this Clause 5.02, any sum as may be payable to the contrary contained in this Agreement, Bank pursuant to Clause 14;
5.02.03. the Borrower may rescind shall in addition pay to the Bank a Prepayment Fee of one point fifty per cent (1.50%) of the amount prepaid (the "Prepayment Fee"). The Borrower shall not pay the Prepayment Fee if prepayment is effected after the first twenty four (24) months from the second day prior to the Drawdown Date , or in the event of a Total Loss of the Vessel, or if the Vessel is sold to a member of the Group, and the purchase is financed by the Bank;
5.02.04. any partial prepayment shall be equal to the Repayment Installment next due, or in multiples thereof;
5.02.05. any prepayment of less than the whole of the Loan will be applied first towards reduction of the Balloon Installment and upon such notice Balloon Installment being reduced to zero, towards reduction of the remaining Repayment Installments pro rata;
5.02.06. In case the Borrower requests the prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit FacilitiesLoan and at the relevant time there are any Transaction(s) outstanding under the ISDA Agreement, which refinancing the Borrower shall not be consummated or shall otherwise be delayedpay in addition to the above any and all amounts then outstanding under such Transactions, including without limitation, in case of outstanding Designated Transactions the Swap Exposure.
Appears in 1 contract
Samples: Loan Agreement (Diana Shipping Inc.)
Voluntary Prepayment. (a) The Without prejudice to Section 2.11 (Increased Costs), Section 2.15 (Taxes), Section 2.17 (Illegality) and Section 5.04(d) (Insurance; Application of Proceeds) and subject to the terms of this Agreement and the Senior Loan Agreements, the Borrower shall have may prepay on any Interest Payment Date occurring after the right at Project Completion Date all or any time and from time to time to prepay any Borrowingpart of the Senior Loans, in whole or in part, upon at least three Business Dayson not less than thirty (30) days’ prior written or fax notice to the Senior Lenders, but only if:
(or telephone notice promptly confirmed by written or fax noticei) the Borrower simultaneously pays all accrued interest, fees and Increased Costs (if any) on the amount of the Senior Loans to be prepaid, including any Fixed Rate Prepayment Fee, breakage and redeployment costs incurred under each Senior Loan so prepaid and determined in accordance with the relevant Senior Loan Agreement, the prepayment premium specified in Section 2.06(b), and all other amounts then due and payable under this Agreement and the Senior Loan Agreements, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date;
(ii) the Required Hedge does not exceed one hundred percent (100%) of the then outstanding principal amount of each the IFC A Loan and the MCPP Loan after taking into account such prepayment;
(iii) for a partial prepayment, the prepayment of any Senior Loan is in an amount not less than five million Dollars ($5,000,000) or, if in excess of such amount, a whole multiple of one million Dollars ($1,000,000) in excess thereof; and
(iv) if reasonably requested by any Senior Lender, the case of Eurodollar LoansBorrower delivers to such Senior Lender, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loansprepayment, evidence satisfactory to such Senior Lender that all necessary Authorizations with respect to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lenderhave been obtained.
(b) Voluntary prepayments On the date of Term any prepayment of the Senior Loans shall be applied against the remaining scheduled installments of principal due in accordance with this Section 2.06, other than in respect of the Term Loans under Section 2.11 as directed a prepayment by the BorrowerBorrower pursuant to Section 2.11(b) (Increased Costs), the Borrower shall pay a prepayment premium, in respect of each of the Senior Loans prepaid, consisting of an amount in Dollars for the relevant Senior Lender equal to the relevant percentage of the amount to be prepaid, such percentage being determined as follows:
(i) one percent (1.00%) of the amount prepaid, if the prepayment is made at any time after the Project Completion Date and until (and including) the second anniversary of the First Repayment Date;
(ii) one half of one percent (0.50%) of the amount prepaid, if the prepayment is made at any time, after the second anniversary of the First Repayment Date and until (and including) the third anniversary of the First Repayment Date; and
(iii) no prepayment premium thereafter. The determination by any Senior Lender of the prepayment premium applicable to its Senior Loan shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of such Senior Lender, that such determination involved manifest error).
(c) Each Amounts of principal prepaid under this Section shall:
(i) first, be allocated and paid by the Borrower pro rata among the IFC Loan and the IDB Group Loan in proportion to their respective principal amounts outstanding, provided that, in the case of any prepayment when an Inconvertibility Event is continuing (and without prejudice to Section 2.18(e)(ii) (Application of Payments; Sharing)), the amount of the Senior Loan outstanding to an Affected Senior Lender shall be reduced by its pro rata share of the funds held in an escrow account in accordance with Section 2.18(c) (Application of Payments; Sharing) in respect of the principal of its Senior Loan calculated based on the proportion which the amounts owed to such Affected Senior Lender bears to the aggregate amount owed to the Affected Senior Lenders; and
(ii) second, be applied by the Senior Lenders to all respective outstanding installments of principal of its Senior Loan in inverse order of maturity.
(d) Upon delivery of a notice of prepayment in accordance with Section 2.06(a) above, the Borrower shall specify make the prepayment date and in accordance with the terms of that notice.
(e) Any principal amount of each Borrowing the Senior Loans prepaid under this Agreement may not be re-borrowed.
(f) The Borrower shall not prepay or portion thereof) to be prepaid, shall be irrevocable and shall commit purchase all or any part of any Senior Loan unless the Borrower to prepay such Borrowing by the amount stated therein simultaneously prepays all other Senior Loans on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice as provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that a pro rata basis in accordance with the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed2.06.
Appears in 1 contract
Voluntary Prepayment. (a) The Borrower shall have the right at right, upon giving the Bank not less than Ten (10) Banking Days’ notice in writing, to prepay, without any time penalty or fee, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrower to time the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided that:
(a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay any Borrowing, such amount as stated in whole or in part, upon at least three Business Days’ prior written or fax notice such notice;
(or telephone notice promptly confirmed by written or fax noticeb) in such prepayment may take place only on the case last day of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior an Interest Period relating to the date whole of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; Loan provided, however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial prepayment shall be in an equal to the amount that is an integral multiple of $500,000 800,000 or a whole multiple thereof or the balance of the Loan and not less than $1,000,000 and (ii) at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, will be applied to any Revolving Loan by the Bank in or towards first the Balloon Instalment and then the Repayment Instalments, in the inverse order of a Defaulting Lender.their due dates of payment;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(e) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(f) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Loan Agreement (StealthGas Inc.)
Voluntary Prepayment. (a) The Borrower shall have the right at any time right, upon giving the Bank not less than five (5) Banking Days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from time the Borrower to time the Bank hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided, that:
(a) the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay any Borrowing, such amount as stated in whole or such notice;
(b) such prepayment may take place only on the last day of an Interest Period in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in respect of the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; Loan provided, however, that if the Borrower shall request consent to make such prepayment on another day and the Bank shall accede to such request (iit being in the sole discretion of the Bank to decide whether or not to do so) the Borrower will pay in addition to the amount to be prepaid, any such sum as may be payable to the Bank pursuant to Clause 10.1;
(c) each partial such prepayment shall be in an amount that is an integral of One hundred thousand Dollars ($100,000) or a whole multiple thereof or the balance of $500,000 the Loan and not less than $1,000,000 and (ii) at will be applied by the Borrower’s election Bank in connection with any or towards prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.the Loan;
(bd) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as directed by the Borrower.
(c) Each every notice of prepayment shall specify be effective only on actual receipt (including by fax) by the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaidBank, shall be irrevocable and shall commit oblige the Borrower to prepay make such Borrowing by the amount stated therein prepayment on the date stated thereinspecified;
(e) no amount prepaid may be re-borrowed; provided, however, that if such prepayment is for all of the then outstanding Loans, then and
(f) the Borrower may revoke such notice not prepay the Loan or any part thereof save as expressly provided below and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any such notice of prepayment if such prepayment would have resulted from a refinancing of the full amount of the Credit Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
