Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event. (b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions: (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month. (c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Verano Holdings Corp.), Credit Agreement
Voluntary Prepayments. Term Loans may be repaid in whole or in part without premium or penalty; provided that (i) Term SOFR Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, (ii) repayments of Term SOFR Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment under this clause (a) Following receipt of all of the information to be provided pursuant to or clause (fb) of below, interest on the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent principal amount prepaid shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent payable on any date that a prepayment is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from made hereunder through the date of such determination or inability, as prepayment. Amounts prepaid on the case Term Loans may be, to prepay not be reborrowed. Each notice delivered by the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations Borrower pursuant to this Section 4.01(a2.11(a) will not shall be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) revocable by the Borrower shall give (by notice to the Administrative Agent written notice (on or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such proposed prepayment may only be made on the last Business Day of a calendar monthdate specified therein).
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Smurfit WestRock PLC), Credit Agreement (WestRock Co)
Voluntary Prepayments. The Borrower may, upon notice (a) Following receipt of all of which notice may be in the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded form attached as Exhibit H-2 hereto or any other form approved by the proceeds of Incremental Advance Loans, the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall have five (5be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed (a “Voluntary Prepayment Notice”), at any time or from time to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndicationtime, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to voluntarily prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in partpart (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the following terms and conditions:
amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) the Borrower shall give such Voluntary Prepayment Notice must be received by the Administrative Agent written notice not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or telephonic notice promptly confirmed in writingsuch shorter period as the Administrative Agent and the Lenders may agree) of and (ii) any prepayment shall be either (A) its intent to make such prepayment, in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such prepayment and (C) if no Event of Default Voluntary Prepayment Notice shall have occurred and be continuing at both specify the time of such notice and the time date of such prepayment, the Tranche amount of principal being prepaid, whether the Loans it would like to prepaybeing prepaid are Initial Loans, no later than 5:00 p.m. thirty (30) calendar days prior theretoDelayed Draw Loans or Additional Loans, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lendersand, as in the case may be; (ii) each such of a prepayment shall be in an amount equal to at least (A) of Delayed Draw Loans, the applicable Prepayment Amount, if any, determined with respect to the 2020 Loans and the 2021 such Delayed Draw Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments as set forth in the Joinder Agreement for definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the Second Incremental Term Loans; related Prepayment Amount, if any, and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans any additional amounts required pursuant to Section 4.01(b)3.04 on the date specified in such Voluntary Prepayment Notice, the and all such amounts prepaid shall be applied, so long as no Application Event shall have occurred due and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest payable on the Loans on such date; provided that a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or (iiprior to the specified effective date) if the Borrower such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made no such selection, first to the 2020 Loans, second Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loanseach Lender its Ratable Share of each such payment.
Appears in 2 contracts
Samples: Margin Loan Agreement (Liberty Broadband Corp), Margin Loan Agreement and Collateral Account Control Agreement (Liberty Broadband Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentLoans, which notice (Bin each case) shall specify the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepaymentand, the Tranche of the specific Borrowing or Borrowings pursuant to which such Loans it would like to prepaywere made, no later than 5:00 p.m. thirty (30) calendar days prior thereto, and which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an aggregate principal amount equal to of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 5.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.10; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided that, in each case at the Borrower’s election, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans (including all amounts, if any, owing pursuant to Section 2.10), together with accrued and unpaid interest, Fees and all other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount all Commitments of such Loan then outstanding andLender are terminated concurrently with such prepayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (B) with respect such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 the Administrative Agent and $1,000,000 increments in excess thereofthe respective Issuing Lenders, and (C) the consents, if any, required under Section 14.12(b) in connection with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall this clause (b) have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 2 contracts
Samples: Credit Agreement (Atwood Oceanics Inc), Credit Agreement (Atwood Oceanics Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to --------------------- prepay Loans (other than C Term Loans-Fixed Rate, with any prepayment in respect thereof to be as set forth in the remaining balance of the Loans outstanding under this Agreement, C Term Notes-Fixed Rate) in whole or in part, without premium or penalty, from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, (B) C Term Loans-Floating Rate, RF Loans or AF Loans, the amount of such prepayment pre payment and (Cin the case of Eurodollar Loans) if no Event of Default the specific Borrowing(s) pursuant to which made, which notice shall have occurred and be continuing at both given by the time of such notice and Borrower prior to 12:00 Noon (New York time) on the time Business Day prior to the date of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans provided that at the Borrower's election in connection --- ---- with any prepayment of RF Loans or AF Loans pursuant to this Section 3.01, such prepayment shall not be applied to any RF Loans or AF Loans, as the case may be, of a Defaulting Lender; and (iiiv) each such prepayment of Term Loans pursuant to this Section 3.01 shall be applied to B Term Loans (in an amount equal to at least the B TF Percentage of such prepayment) and C Term Loans (A) with respect in an amount equal to the 2020 C TF Percentage of such prepayment) and shall reduce the remaining Scheduled Repayments of each of the B Term Loans and the 2021 LoansC Term Loans (x) first, $20,000,000 orin direct order of maturity to those Scheduled Repayments which will be due and payable within twelve months after the date of the respective payment and (y) second, if less, to the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments extent in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable pro rata basis until paid in full and third, to (based upon the outstanding --- ---- then remaining principal on the Loans on a ratable basis until the Loans are paid in full. If no Event amount of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no each such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansScheduled Repayment).
Appears in 2 contracts
Samples: Credit Agreement (MJD Communications Inc), Credit Agreement (MJD Communications Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance any of the Loans outstanding under this AgreementLoans, in whole or in part, without premium or penalty (except as specified below), from time to time on the following terms and conditions:
(ia) the Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writingwriting if so requested by the Administrative Agent) of (A) its intent to make such prepaymentprepay the Loans, (B) the amount of such prepayment and (Cin the case of Eurodollar Loans) if no Event of Default the specific Borrowing(s) pursuant to which made, which notice shall have occurred and be continuing received by the Administrative Agent by (i) 12:00 noon (local time at both the time of such notice and Notice Office) three Business Days prior to the time date of such prepayment, in the Tranche case of any prepayment of Eurodollar Loans, or (ii) 12:00 noon (local time at the Loans it would like Notice Office) one Business Day prior to prepaythe date of such prepayment, no later than 5:00 p.m. thirty (30) calendar days prior theretoin the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as ;
(b) in the case may be; (ii) of prepayment of any Borrowings, each partial prepayment of any such prepayment Borrowing shall be in an aggregate principal amount equal to of at least the Minimum Borrowing Amount applicable thereto;
(Ac) with respect no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then Loans outstanding andpursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, provided that the foregoing limitation shall not apply if such Loans are being prepaid in full;
(Bd) with each prepayment in respect of any Loans made pursuant to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term a Borrowing shall be applied pro rata among such Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.and
(ce) With respect to each prepayment of the Eurodollar Loans pursuant to this Section 4.01(b), 5.1 on any date other than the amounts prepaid last day of the Interest Period applicable thereto shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay accompanied by any fees and expenses of the Agents and the Lenders amounts payable in respect thereof under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansSection 2.7.
Appears in 2 contracts
Samples: Credit Agreement (American Dental Partners Inc), Credit Agreement (American Dental Partners Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementRevolving Loans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentRevolving Loans, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred the specific Borrowing or Borrowings pursuant to which such Revolving Loans were made, and be continuing at both the time of such which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an aggregate principal amount equal to of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent), provided that no partial prepayment of Revolving Loans made pursuant to any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $1,000,000;
(iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.11; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(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) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount Revolving Loan Commitment of such Lender is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan then outstanding andCommitments), (B) with respect such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 the Administrative Agent and $1,000,000 increments in excess thereofthe respective Issuing Lender(s), and (C) the consents, if any, required under Section 14.12(b) in connection with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall this clause (b) have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 2 contracts
Samples: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)
Voluntary Prepayments. (a) Following receipt Subject to the terms of all this Section 2.8 and Section 3.3, Borrowers may prepay to Agent, for the ratable benefit of the information to be provided pursuant to clause (f) applicable Lenders, the outstanding principal amount of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Term Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, at any time in an amount not less than $500,000 or, if in excess thereof, in integral multiples of $100,000 in excess thereof, or if less, the entirety of such Loan. A Responsible Officer on behalf of Borrowers shall give irrevocable written notice of any such prepayment to Agent not less than five Business Days prior to the following terms and conditions:
date of such prepayment, specifying (i) the Borrower shall give date and the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) amount of (A) its intent to make such prepayment, (Bii) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 orPrepayment Fee, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereofany, and (Ciii) that such payment is being made in compliance with respect to this Section 2.8. Payments of the Second Incremental Term Loans, the amount and increments amounts set forth in the Joinder Agreement for the Second Incremental Term Loans; notice of prepayment shall be due and (iii) such prepayment may only be made payable on the last Business Day prepayment date set forth in such notice.
(b) No LIBOR Loan may be prepaid in part. Concurrently with any prepayment of any LIBOR Loan prior to the expiration of the Interest Period applicable thereto, Borrowers shall pay all breakage fees and any other amounts due under Section 2.7(e) as a calendar monthconsequence of such prepayment.
(c) With Subject to Section 9.2 hereof, any voluntary partial prepayment with respect to each prepayment the Revolving Loan shall be applied in the following order of priority to the payment of: (i) any and all Obligations that are due and owing under the Loan Documents, except the principal balance of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees accrued and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any unpaid interest thereon; (ii) accrued and unpaid interest on the principal balance of the Revolving Loans then due and owing; and (iii) the principal balance of the Revolving Loan. Subject to Section 9.2 hereof, any voluntary partial prepayment with respect to the Term Loans shall be applied in the following order of priority to the payment of: (i) any and all Obligations that are due and owing under the Loan Documents including, without limitation, the applicable Prepayment Fee, except the principal balance of the Loans and accrued and unpaid interest thereon; (ii) accrued and unpaid interest on the principal balance of the Term Loans then due and owing (in such order as Agent shall determine in its sole discretion); and (iii) the principal balance of the Term Loans (applied to the tranches as Agent shall determine in its sole discretion, provided that Agent shall not apply to the principal balance of the Term B Loan more than the aggregate amount available for application under this clause (iii) multiplied by a ratable basis fraction, the numerator of which is the then outstanding principal balance of the Term B Loan and the denominator of which is then outstanding principal balance of the Term Loans), which shall be applied pro rata to the remaining scheduled installments thereof until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Fibernet Telecom Group Inc\), Credit Agreement (Fibernet Telecom Group Inc\)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Each Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, (B) Original Dollar Revolving Loans, Extended Dollar Revolving Loans, Multicurrency Revolving Loans, Original Euro Revolving Loans, Canadian Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent or Canadian Administrative Agent, as applicable, by 12:00 noon (CNew York City time) if no Event at least three (3) Business Days prior in the case of Default shall have occurred Eurocurrency Loans or Canadian Revolving Loans and be continuing at both least one (1) Business Day prior in the time case of Base Rate Loans to the date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders;
(b) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $1,000,000, Cdn.$1,000,000, €1,000,000 or £1,000,000, as applicable, and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000, €500,000 or £500,000, as applicable; provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the case aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
(c) Eurocurrency Loans may be; only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5;
(iid) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided, however that Canadian Borrower may defense any B/A by depositing with Canadian Administrative Agent an amount equal to the face amount of such maturing B/A, provided, that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Pro Rata Share of all Loans then outstanding; and
(e) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of all outstanding Term Loans in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to reduce the remaining Scheduled Term Repayments, in inverse order of maturity. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the applicable Borrower shall request (and in an amount equal to at least (A) the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement this Section 4.3 are for the Second Incremental Term Loans; benefit of Administrative Agent and (iii) such prepayment may only be made on the last Business Day of a calendar monthwaived unilaterally by Administrative Agent.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Term Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) as a specifically negotiated requirement, additional consideration for providing the Term Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall give deliver to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its the Borrower’s intent to make such prepayment, (B) prepayment and the amount of such prepayment and prepayment, by 3:00 p.m. no less than five (C5) if no Event of Default shall have occurred and be continuing at both Business Days prior to the time of such notice and the time date of such prepayment, specifying the Tranche of the Loans it would like date on which such prepayment is to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; made;
(ii) each such prepayment a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall include or be accompanied by a certification of an Authorized Officer of the Borrower that the prepayment is being made pursuant to and in compliance with all provisions of Section 4.01(a), and shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the applicable Prepayment Premium, if any, all of which shall become due and payable on the prepayment date set forth in such notice; provided that notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another specified and material transaction may be conditional upon the closing of any such transaction;
(iii) each partial prepayment of any Term Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000;
(iv) each prepayment of Term Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and
(v) on the date of prepayment of any Term Loan pursuant to this Section 4.01, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if any.
(b) Each prepayment pursuant to this Section 4.01 shall be applied to reduce the scheduled installments of the Term Loans as directed by the Borrower, and in the absence of such a direction, shall be applied to the scheduled installments of the Term Loans in the inverse order of maturity.
(c) Notwithstanding anything in Section 4.01(a) to the contrary, if the Lenders decline any mandatory payment in accordance with Section 4.05, any voluntary prepayment of the applicable Term Loans that occurs within three (3) Business Days of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to at least such declined proceeds, shall: (Ai) with respect be excluded from the notice and minimum amount requirements of Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) be applied to reduce the 2020 Term Loans and the 2021 Loans, $20,000,000 or, Prepayment Premium that would have been applicable to such amount if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such accepted as a mandatory prepayment may only be made on the last Business Day of a calendar monthunder Section 4.02(a).
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 2 contracts
Samples: Loan Agreement (Mimedx Group, Inc.), Loan Agreement (Mimedx Group, Inc.)
Voluntary Prepayments. (a) Following receipt Subject to the terms of all this Section 2.8 and Section 3.3, Borrowers may prepay to Agent, for the ratable benefit of the information to be provided pursuant to clause (f) applicable Lenders, the outstanding principal amount of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on at any time.
(b) If Borrowers elect to make any prepayment of the following terms and conditions:
Term Loan A pursuant to this Section 2.8, Borrower Funds Administrator shall give irrevocable notice of such prepayment to Agent not less than three (3) Business Days prior to the date such prepayment is to be made, specifying (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent date on which such prepayment is to make such prepaymentbe made, (Bii) the amount of such prepayment, and (iii) the amount of the Prepayment Fee, if any, and accrued interest applicable to such prepayment. Such notice shall be accompanied by a certificate of a Responsible Officer of Borrower Funds Administrator on behalf of Borrower Funds Administrator stating that such payment is being made in compliance with this Section 2.8. Such notice of prepayment shall be irrevocable and the aggregate principal amount of the Term Loan A so specified to be prepaid, together with accrued interest thereon and the applicable Prepayment Fee, if any, and any other amounts required to be paid in accordance with Section 2.7, if any, shall be due and payable on the prepayment date set forth in such notice.
(c) Unless the terms of Section 9.2 otherwise apply, Borrowers may prepay all or a portion of the (i) Term Loan A in accordance with the terms of this Section 2.8 so long as (A) Excess Availability would be greater than or equal to $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) immediately after giving effect to such payment, (B) Borrowers provide projections to Agent, in form and substance reasonably satisfactory to Agent, demonstrating that Excess Availability shall be at least $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) at the end of each of the nine (9) consecutive months following such prepayment after giving pro forma effect to such prepayment, (C) if no Default or Event of Default shall have occurred and be is continuing at both as of the time date of such notice prepayment or would result therefrom, and (D) Borrowers provide a certificate certified by a Responsible Officer of Parent certifying that the time Fixed Charge Coverage Ratio, calculated (x) on a pro forma basis after giving effect to such prepayment as if such prepayment occurred on the first day of the four Fiscal Quarter period ended on or before the occurrence of such prepaymentprepayment and (y) deducting all non-financed Capital Expenditures, the Tranche is at least 1.25 to 1.00, together with supporting documentation in respect of the Loans it would like such certification, in each case in form and substance reasonably satisfactory to prepay, no later than 5:00 p.m. thirty Agent (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be“Term Loan Payment Conditions”); (ii) each such prepayment shall be in an amount equal to at least Term Loan D, so long as (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Term Loan then outstanding andPayment Conditions have been satisfied, (B) with respect no Revolving Loans are outstanding at the time of and after giving effect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereofsuch prepayment, and (C) with respect such prepayment is made (x) after both the calculation of Excess Cash Flow is made and any payment required to the Second Incremental Term Loansbe made from Excess Cash Flow is made, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; each case pursuant to Sections 2.9(e) and (iiig), and such payment is not in excess of 50% of such Excess Cash Flow and (y) with any Declined Prepayment Amount, at the time such prepayment may only payment would have been required to be made on the last Business Day of a calendar monthmade.
(cd) With respect All prepayments made pursuant to each this Section 2.8 shall be designated as a prepayment pursuant to this Section 2.8 on the applicable wire. The amount of any partial prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses principal balance of the Agents and the Lenders under the Credit Documents until paid Term Loan A shall not be less than $250,000 or, if in fullexcess thereof, second, to in integral multiples of $50,000 in excess thereof. The amount of any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time partial prepayment of the applicable notice and the time principal balance of the applicable prepaymentany Revolving Loan shall not be less than $100,000 or, the references to the Loans if in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selectionexcess thereof, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansin integral multiples of $100,000 in excess thereof.
Appears in 2 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
Voluntary Prepayments. The Borrower may, upon notice (a) Following receipt of all of which notice may be in the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded form attached as Exhibit H-2 hereto or any other form approved by the proceeds of Incremental Advance Loans, the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall have five (5be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed (a “Voluntary Prepayment Notice”), at any time or from time to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndicationtime, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to voluntarily prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in partpart (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount, if any, for such Loans and (z) all accrued interest on the following terms and conditions:
amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) the Borrower shall give such Voluntary Prepayment Notice must be received by the Administrative Agent written notice not later than 12:00 p.m., two (or telephonic notice promptly confirmed in writing2) Business Days prior to any date of prepayment and (ii) any prepayment shall be either (A) its intent to make such prepayment, in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such prepayment and (C) if no Event of Default Voluntary Prepayment Notice shall have occurred and be continuing at both specify the time of such notice and the time date of such prepayment, the Tranche amount of principal being prepaid and the Loans it would like to prepayapplicable Prepayment Amount, no later than 5:00 p.m. thirty (30) calendar days prior theretoif any, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) determined with respect to the 2020 applicable Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments as set forth in the Joinder definition thereof, including any definition thereof set forth in any Incremental Agreement for relating to Additional Loans, if any. The Borrower shall make such prepayment, together with all accrued interest thereon and the Second Incremental Term Loans; related Prepayment Amount, if any, and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans any additional amounts required pursuant to Section 4.01(b)3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the amounts prepaid closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be applied, so long as no Application Event shall have occurred and be continuing, first, made to pay any fees and expenses the Administrative Agent for the ratable accounts of the Agents and the Lenders under the Credit Documents until paid in full, second, Lenders. The Administrative Agent shall forward to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event each Lender its Ratable Share of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no each such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loanspayment.
Appears in 2 contracts
Samples: Margin Loan Agreement (Gci Liberty, Inc.), Margin Loan Agreement (Liberty Broadband Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Each Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, without premium or penalty in whole or in part, part from time to time on the following terms and conditions:
(ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice (which notice may be conditioned upon the happening of an event) at its Notice Address (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans (and if so, (B) the applicable Term Loan Facilities), Dollar Revolving Loans or Multicurrency Revolving Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent by 12:00 Noon (CNew York City time) if no Event at least three (3) Business Days prior in the case of Default shall have occurred Eurocurrency Loans and be continuing at both least one (1) Business Day prior in the time case of Base Rate Loans to the date of such prepayment and which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; ;
(iib) each such partial prepayment of any Borrowing shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and at least $1,000,000 increments or €1,000,000 (or the Dollar Equivalent thereof in excess thereof, and (C) with respect any other Alternative Currency); provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the Second Incremental Term Loans, aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount and increments set forth in less than the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.Minimum Borrowing Amount applicable thereto;
(c) With respect Eurocurrency Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5;
(d) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided, that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Pro Rata Share of all Loans then outstanding; and
(e) each voluntary prepayment of Term Loans pursuant to this Section 4.01(b), the amounts prepaid 4.3 shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to applied (i) to the Tranche or Tranches selected particular Term Loan Facilities as specified by the applicable Borrower in the notice delivered pursuant to Section 4.3(a) (or in the absence of such direction, among the Term Loan Facilities on a pro rata basis) and (ii) if within each Term Loan Facility, as directed by the applicable Borrower made no to any or all of the remaining Scheduled Term Repayments with respect to such selectionTerm Loan Facility (in the amounts designated by such Borrower); provided that in the absence of direction from the applicable Borrower, Administrative Agent shall apply such prepayment to the remaining Scheduled Term Repayments with respect to such Term Loan Facility in direct order of maturity. Unless otherwise specified by the applicable Borrower, such prepayment under a Term Loan Facility shall be applied first to the 2020 Loans, payment of Base Rate Loans and second to the 2021 payment of such Eurocurrency Loans and thenunder such Term Loan Facility. The notice provisions, pro rata, the provisions with respect to the Initial Restatement Advance Loans and, the Incremental Advance Loans minimum amount of any prepayment and the Second Incremental Term Loansprovisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of Administrative Agent and may be waived or modified unilaterally by Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Each Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreementmade to such Borrower, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
: (i) the such Borrower shall give the Facility Agent (with a copy to the Administrative Agent Agent) prior to 12:00 Noon (London time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) prepay Loans which notice shall specify the amount of such prepayment and (C) if no Event the Types of Default shall have occurred and Loans to be continuing at both the time of such notice prepaid and the time of specific Borrowing or Borrowings pursuant to which such prepaymentLoans were made, and which notice the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which Facility Agent shall promptly be transmitted by the Administrative Agent transmit to each of the relevant LendersLenders (with a copy to the Administrative Agent), provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as the case contemplated by Section 4.02(a), then such notice of prepayment may bebe revoked if such notice of termination is revoked in accordance with Section 4.02(a); (ii) each such partial prepayment of Loans pursuant to this Section 5.01(a) shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect at least the Minimum Borrowing Amount applicable to the Second Incremental Term Loans, Type of Loans being repaid (or such lesser amount as is acceptable to the amount and increments set forth in the Joinder Agreement for the Second Incremental Term LoansAdministrative Agent); and (iii) such prepayment may only be made on Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the last Business Day Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, such Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of a calendar month.
the then current Interest Period) and (civ) With respect to each prepayment pursuant to this Section 5.01(a) in respect of the any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided that at such Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01(b5.01(a), the amounts prepaid such prepayment shall be appliednot, so long as no Application Event shall have occurred Default and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred then exists, be applied to any Loan of a Defaulting Lender unless and be continuing at both until the time outstanding balance of the applicable Loans of all Non-Defaulting Lenders equals such Non-Defaulting Lenders’ Percentage of such outstanding Loans.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may, upon five Business Days’ prior written notice and to the time Facility Agent at the Notice Office (which notice the Facility Agent shall promptly transmit to each of the applicable prepayment, the references Lenders (with a copy to the Administrative Agent)), repay all Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the immediately preceding sentence shall refer to requirements of Section 13.12(b), so long as (i) in the case of the repayment of Loans of any Lender pursuant to this clause (b), (A) the Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Tranche or Tranches selected by Administrative Agent and the Borrower or respective Issuing Lenders and (ii) the consents, if any, required by Section 13.12(b) in connection with the Borrower made no such selection, first repayment pursuant to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansthis clause (b) shall have been obtained.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Toys R Us Inc), Syndicated Facility Agreement (Toys R Us Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Term Loans outstanding under this Agreementwithout premium or penalty (except as provided in Section 4.1(b)), in whole or in part, part from time to time on the following terms and conditions:
(ia) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event in the case of Default shall have occurred and be continuing at both the time of such notice and the time of such prepaymentEurodollar Term Loans, the Tranche of specific Borrowing(s) pursuant to which made, which notice shall be given by the Loans it would like to prepay, Borrower no later than 5:00 1:00 p.m. thirty (30New York time) calendar days (x) one Business Day prior theretoto (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), which the date of prepayment, (b) each partial prepayment of any Borrowing of Term Loans shall promptly be transmitted in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans; (c) any prepayment of Eurodollar Term Loans pursuant to this Section 4.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Administrative Agent Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to each of this Section 4.1(a) shall be applied to reduce the relevant Lenders, Repayment Amount in such order as the case Borrower may be; (ii) each determine. All prepayments under this Section 4.1 shall also be subject to the provisions of Section 4.2(c). At the Borrower’s election in connection with any prepayment pursuant to this Section 4.1, such prepayment shall not be in an amount applied to any Term Loan of a Defaulting Lender.
(b) All voluntary prepayments of Term Loans pursuant to Section 4.1(a) made (i) on or after the Closing Date and on or prior to the first anniversary of the Closing Date shall be accompanied by a prepayment fee equal to at least (A) with respect to 1.00% of the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 prepayment and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if after the Borrower made no such selection, first to anniversary of the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansClosing Date shall be without premium or penalty.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Goodman Global Group, Inc.), Term Loan Credit Agreement (Goodman Sales CO)
Voluntary Prepayments. (a) Following receipt of all The Loan may not be prepaid on or prior to the Revolving Credit Period Expiration Date other than (i) prepayments of the information to be provided pursuant to clause (f) principal balance of the definition Loan which arise from payments of Permitted Acquisition one or more Pledged Receivables by the related Obligor(s) and in accordance with Section 2.5 and/or (ii) solely with respect to each Permitted Acquisition to be funded by the proceeds Tranche B Advances, upon the occurrence of Incremental Advance Loansany conduit sale, the Administrative Agent shall have five securitization or securitization type transaction (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day periodcollectively, a “Securitization Event”). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have upon at least sixty (60) days days’ prior written notice to Agent, so long as the Loan or this Agreement shall not be terminated in connection therewith, provided, the prepayment of the Tranche B Advances following a Securitization Event (with no prepayment premium) shall be limited to once per calendar year (separately or together for each of Loans in respect of Eligible A Receivables and Loans in respect of Eligible B Receivables) during the Revolving Credit Period and no such prepayment shall be made during the three (3) calendar months preceding the Revolving Credit Period Expiration Date; provided, further, that any Receivables selected to be sold, transferred or contributed in connection with such Securitization Event must be selected from all similar Receivables of Borrower at random and with no intention to select Receivables in a manner that would be more adverse (as determined by Agent in its Permitted Discretion) to Agent or Lenders than other Receivables of Borrower. At any time after the Revolving Credit Period Expiration Date, subject to the terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan in whole, but not in part. Such permitted prepayment in full shall be known as a “Voluntary Termination”), and may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days’ prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the “Voluntary Termination Date”). In connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before the date of such determination or inabilitythe first anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the case may be, to prepay the remaining then outstanding principal balance of the Loans Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the first anniversary of the Revolving Credit Period Expiration Date and is on or before the date of the second anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to two percent (2%) multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the second anniversary of the Revolving Credit Period Expiration Date, Borrower shall not have to pay any liquidated damages under this Agreement and all other Obligations Section 2.6(a) in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Eventconnection with such Voluntary Termination.
(b) The If the Loan is accelerated for any reason (other than pursuant to or in connection with a Change in Control) prior to the Revolving Credit Period Expiration Date, Borrower shall have the right pay to prepay the remaining balance of the Loans Lender, in addition to all other amounts outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant LendersLoan Documents, as the case may be; (ii) each such prepayment shall be in liquidated damages, not as a penalty, an amount equal to at least three percent (A3%) with respect to multiplied by the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance principal balance of the Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Agent’s rights or any of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long Obligations existing as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents Termination Date, and the Lenders provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Credit Loan Documents until that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full, second, . The liens granted to Agent under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender thereunder shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until (a) all of the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any accrued events or claims that would give rise thereto are not then pending) have been fully performed and unpaid interest on the Loans on a ratable basis until indefeasibly paid in full in cash, and third(b) financing under this Agreement has been terminated, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansas provided herein.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Bluegreen Vacations Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance Term Loans of the Loans outstanding under this Agreementa given Tranche, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Term Loans of a given Tranche, (B) the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Term Loans and (Cy) if no Event prior to 12:00 Noon (New York City time) at least three Business Days prior to the date of Default such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall have occurred agree in its sole and absolute discretion), and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $1,000,000 or such Loan then outstanding andlesser amount as is acceptable to the Administrative Agent, (B) with respect provided that if any partial prepayment of LIBO Rate Term Loans made pursuant to any Initial Restatement Advance Loan or Incremental Advance LoanBorrowing shall reduce the outstanding principal amount of LIBO Rate Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental then if such Borrowing is a Borrowing of LIBO Rate Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the amount and increments set forth in the Joinder Agreement for the Second Incremental Term LoansBorrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans of a given Tranche made pursuant to a Borrowing shall be applied pro rata among such Term Loans of such Tranche. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a), if such prepayment may only be made on would have resulted in a refinancing of all of the last Business Day Term Loans and Commitments of a calendar monthgiven Tranche, may 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 may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(cb) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans[Reserved].
Appears in 2 contracts
Samples: Term Loan Credit Agreement (OCI Partners LP), Term Loan Credit Agreement (OCI Partners LP)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Each Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, (B) Dollar Revolving Loans, Euro Revolving Loans, Canadian Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent or Canadian Administrative Agent, as applicable, by 12:00 noon (CNew York City time) if no Event at least three (3) Business Days prior in the case of Default shall have occurred Eurocurrency Loans or Canadian Revolving Loans and be continuing at both least one (1) Business Day prior in the time case of Base Rate Loans to the date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders;
(b) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $1,000,000, Cdn.$1,000,000, €1,000,000 or £1,000,000, as applicable, and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000, €500,000 or £500,000, as applicable; provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the case aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
(c) Eurocurrency Loans may be; only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5;
(iid) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided, however that Canadian Borrower may defense any B/A by depositing with Canadian Administrative Agent an amount equal to the face amount of such maturing B/A, provided, that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Pro Rata Share of all Loans then outstanding; and
(e) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of all outstanding Term Loans in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to reduce the remaining Scheduled Term Repayments, in inverse order of maturity. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the applicable Borrower shall request (and in an amount equal to at least (A) the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement this Section 4.3 are for the Second Incremental Term Loans; benefit of Administrative Agent and (iii) such prepayment may only be made on the last Business Day of a calendar monthwaived unilaterally by Administrative Agent.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office, at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentLoans, (B) which notice shall specify whether Term Loans or Revolving Loans shall be prepaid, and the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice prepayment, and the time of specific Borrowing or Borrowings to which such prepayment, the Tranche of the Loans it would like prepayments are to prepay, no later than 5:00 p.m. thirty (30) calendar days prior theretobe applied, which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such partial prepayment of Term Loans pursuant to this Section 4.01 shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and at least $1,000,000 increments (or such lesser amount as is acceptable to the Administrative Agent in excess thereofany given case) and each partial prepayment of Revolving Loans pursuant to this Section 4.01 shall be in an aggre-gate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case);
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01 which occurs on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;
(iv) except as expressly provided in clause (v) below, each prepayment pursuant to this Section 4.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing, allocated among the Lenders pro rata in accordance with the principal amount of Term Loans or Revolving Loan Commitment outstanding and held by such Lender, and (C) with respect to shall, in the Second Incremental case of Term Loans, be applied to the amount and increments set forth in the Joinder Agreement for the Second Incremental future Scheduled Term Loans; and (iii) such prepayment may only be made Loan Amortization Payment Amount due on the last Business Day Payment Dates and the final installment (the “balloon” payment) amount of a calendar month.
(c) With respect to Term Loans due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments due on each Payment Date and the Maturity Date; provided that at the Borrower’s election in connection with any prepayment of the Loans pursuant to this Section 4.01(b)4.01, the amounts prepaid such prepayment shall be appliednot, so long as no Application Event of Default then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and
(v) in the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 11.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall have occurred and be continuing, first, promptly transmit to pay any fees and expenses each of the Agents and the Lenders under the Credit Documents until paid in fullLenders) repay all Loans, second, to any together with accrued and unpaid interest on the Loans on a ratable basis until paid interest, Fees, and other amounts owing to such Lender in full accordance with, and third, subject to the outstanding principal on requirements of, said Section 11.12(b) so long as (I) all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 4.02(d) (at which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) and (II) the consents, if any, required under Section 11.12(b) in connection with the repayment pursuant to this clause (a) have been obtained.
(b) Term Loans on a ratable basis prepaid pursuant to this Section 4.01 may not be reborrowed and Revolving Loans prepaid pursuant to Section 4.01(a) may be reborrowed until the Loans are paid in full. If no Event Maturity Date subject to compliance with the terms and conditions of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansthis Agreement.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information The Borrower may, at any time and from time to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loanstime, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Term Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in partpart without premium or penalty (other than (x) in the case of Term SOFR Advances, on the following terms any amounts required pursuant to Article III and conditions:
(iy) the Borrower shall give the Administrative Agent any amounts required pursuant to Section 2.5(c)) upon at least two (2) Business Days’ written notice by Borrower to Agent in the case of Base Rate Advances, and three (or telephonic 3) Business Days’ written notice promptly confirmed by Borrower to Agent in writing) the case of Term SOFR Advances, specifying the date and amount of prepayment, provided that: (A) its intent to make such prepayment, any prepayment of Term SOFR Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (B) the amount any prepayment of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment Base Rate Advances shall be in an a principal amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loansof $500,000 or a whole multiple of $100,000 in excess thereof or, $20,000,000 orin each case, if less, the entire principal amount thereof then outstanding. The Borrower’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such Loan then outstanding and, notice may be revoked by the Borrower (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect by written notice to the Second Incremental Term Loans, Agent on or prior to the amount and increments set forth in specified effective date) if such condition is not satisfied; provided that the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only Borrower shall make any payments required to be made on the last Business Day of a calendar month.
(c) With respect pursuant to each Article III. Each prepayment of the outstanding Term Loans pursuant to this Section 4.01(b2.5(b) shall be applied among all outstanding Term Facilities in each case as directed by the Borrower and, within any given Term Facility, shall be applied as directed by the Borrower to the principal installments thereof (or, failing such direction, ratably among the Term Facilities and to the principal repayment installments thereof in inverse order of scheduled maturities), the amounts prepaid and each such prepayment shall be applied, so long as no Application Event shall have occurred and be continuing, first, paid to pay any fees and expenses the Lenders in accordance with their respective Pro Rata Shares in respect of the Agents Term Facility. If such notice is given and not revoked as provided above, Borrower shall make such prepayment, and the Lenders under payment amount specified in such notice shall be due and payable, on the Credit Documents until paid in full, second, to any date specified therein accompanied by the amount of accrued and unpaid interest on the Loans on a ratable basis until paid in full thereon (and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer case of Term SOFR Advances, any amounts required pursuant to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansSection 3.3).
Appears in 1 contract
Samples: Credit Agreement (GAN LTD)
Voluntary Prepayments. (a) Following receipt of all of the information The Borrower may elect to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, notify the Administrative Agent shall have five and the Lenders that it may wish to make below par voluntary prepayments of the Loans (5) Business Days to evaluate each such Permitted Acquisition payment a “Voluntary Prepayment”) pursuant to determine whether it will undertake syndicating the Incremental Advance Commitments procedures set forth in this Section 2.15; provided that (x) the Borrower shall specify in an Election Notice to fund such Permitted Acquisition(s) (and the Administrative Agent whether such Voluntary Prepayment will be a utilization of the Borrower’s Discounted Prepayment Portion of Available Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be deemed permitted to have confirmed be made in amounts not exceeding aggregate unused amount of the undertaking Borrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such syndication if it does not otherwise notify Parent prior to Voluntary Prepayment is made. At the expiration time of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Dateany Voluntary Prepayment, the Borrower shall have sixty certify, with reasonable supporting detail (60) days from as determined by the date of such determination or inabilityAdministrative Agent), as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) compliance with the Borrower requirements of this Section 2.15, which certification shall give include a schedule setting forth the Administrative Agent written notice computation (or telephonic notice promptly confirmed in writingand any utilization by the Borrower) of (A) its intent to make such prepaymentAvailable Cash, Borrower’s Discounted Prepayment Portion of Available Cash and Borrower’s Discretionary Portion of Available Cash, (Bii) that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the amount succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 ⅔% of such prepayment the Borrower’s Governing Board and (Civ) if that immediately prior to and after giving effect to any Voluntary Prepayment, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Loan Parties shall have Unrestricted Cash of at both the time of such notice and the time of such prepaymentleast $40,000,000.
(b) In connection with any Voluntary Prepayment, the Tranche Borrower shall notify the Lenders (the “Prepayment Notice”) that the Borrower desires to prepay Loans with cash proceeds in an aggregate amount (each, a “Prepayment Amount”) specified by the Borrower (which amount shall be not less than $5,000,000) at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (not to exceed 100%) (the “Payment Percentage”) of the principal amount of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment prepaid. No proposed Voluntary Prepayment shall be in made if the amount expended to make such Voluntary Prepayment would exceed an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal aggregate unused amount of the Borrower’s Portion of Available Cash at such Loan then outstanding andtime. For the avoidance of doubt, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment Voluntary Prepayments may only be made on only from the last Business Day Borrower’s Portion of a calendar monthAvailable Cash.
(c) With respect In connection with any Voluntary Prepayment, the Borrower shall allow each Lender to specify a Payment Percentage (the “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of Loans at which such Lender is willing to permit such Voluntary Prepayment. Based on the Acceptable Payment Percentages and principal amounts of Loans specified by Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Voluntary Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Voluntary Prepayment for the applicable Prepayment Amount that is within the applicable Range; provided that if the offers received from Lenders are insufficient to allow the Borrower to complete the Voluntary Prepayment for the applicable Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Loans (or the respective portions thereof) offered by Lenders at the Acceptable Payment Percentages specified by each such Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each prepayment Lender to be prepaid equal to the product of the face amount, or par, of the Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.15(d)) would exceed the applicable Prepayment Amount for such Voluntary Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Prepayment Agent).
(d) All Loans prepaid by the Borrower pursuant to this Section 4.01(b), the amounts prepaid 2.15 shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses accompanied by payment of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment.
(e) Each Voluntary Prepayment shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Lenders and determination of Applicable Payment Percentage) reasonably established by the Prepayment Agent in consultation with the Borrower and not inconsistent with the terms hereof.
(f) Each Voluntary Prepayment shall constitute an optional prepayment of Loans for all purposes under this Agreement, including for purposes of Section 2.06(a), but excluding for purposes of Section 2.06(c).
(g) Notwithstanding anything to the contrary in this Agreement (including, without limitation, Sections 2.06 and 2.13), the Lenders hereby consent to the transactions described in this Section 2.15 and further acknowledge that in connection with any Voluntary Prepayment, principal and interest payments may be made on a ratable basis until paid in full and thirdnon-pro rata basis, as determined by the Prepayment Agent, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default applicable Lenders.
(h) This Section 2.15 shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by not require the Borrower to undertake or (ii) if the Borrower made no such selection, first any Lender to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansparticipate in any Voluntary Prepayment.
Appears in 1 contract
Samples: Loan Agreement (Supermedia Inc.)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementRevolving Loans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentRevolving Loans, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred the specific Borrowing or Borrowings pursuant to which such Revolving Loans were made, and be continuing at both the time of such which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an aggregate principal amount equal to of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that no partial prepayment of Revolving Loans made pursuant to any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $1,000,000;
(iii) at the time of any prepayment of Revolving Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required to be paid pursuant to Section 1.10; and
(iv) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at the Borrowers’ election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(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) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrowers may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such Lender (including all amounts, if any, owing pursuant to Section 1.10), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount Revolving Loan Commitment of such Lender is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan then outstanding andCommitments), (B) with respect such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 the Administrative Agent and $1,000,000 increments in excess thereofthe respective Issuing Lender(s), and (C) the consents, if any, required under Section 14.12(b) in connection with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall this clause (b) have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance Loans, without premium or penalty (other than reimbursement of the Loans outstanding under this AgreementLenders’ costs in accordance with Section 2.11), in whole or in part, part at any time and from time to time on the following terms and conditions:
: (i) the Borrower Company shall give the Administrative Agent prior to 12:00 P.M. (noon) (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of (A) its the Borrowers’ intent to make such prepayment, prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowers’ intent to prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (C) if no Event the Types of Default shall have occurred and Loans to be continuing at both prepaid and, in the time case of such notice and the time of such prepaymentLIBOR Loans, the Tranche of the specific Borrowing or Borrowings pursuant to which such LIBOR Loans it would like to prepaywere made, no later than 5:00 p.m. thirty (30) calendar days prior thereto, and which shall promptly be transmitted by notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the relevant Lenders, as the case may be; (ii) (A) each such partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $250,000 (or such Loan then outstanding and, lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect to any Initial Restatement Advance Loan thereto given by the Company shall have no force or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loanseffect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, that at the Company’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment may only shall not, so long as no Default or Event of Default then exists, be made on the last Business Day applied to any Revolving Loan of a calendar monthDefaulting Lender.
(b) In the event of refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers shall have the right, upon five Business Days’ prior written notice by the Company to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Revolving Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the requirements of Section 13.12(b), so long as in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (A) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders.
(c) With respect Notwithstanding anything to each the contrary contained in this Agreement, the Company may, subject to Section 2.11, rescind any notice of prepayment of the Loans pursuant to this Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall 5.01 if such prepayment would have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on resulted from a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche refinancing which is not consummated or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansis otherwise delayed.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to voluntarily prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, Term Loan in whole or in part, at any time; provided that each of the following conditions is satisfied: Borrower pays to Agent for its benefit and the benefit of Lenders, as applicable, (i) all accrued and unpaid payments of interest with respect to the Term Loan (or portion thereof subject to prepayment) due up to and including the date of prepayment, (ii) the outstanding principal amount of the Term Loan being prepaid, and (iii) to the extent that on any date occurring prior to the Maturity Date that payment or prepayment in full of the Secured Obligations hereunder occurs (or is deemed to have occurred in the case of a Prepayment Event), the Borrower shall pay in full all outstanding Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), which shall include for the avoidance of doubt, the payment, if applicable, of any Prepayment Premium, Exit Fee and Exit Fee 2024. Term Loans bearing interest based on the following terms and conditions:Base Rate may be prepaid with same-day written notice, which is received by the Agent no later than 11:00 a.m. New York time on a Business Day, subject to the applicable Prepayment Premium, Exit Fee and/or Exit Fee 2024, as applicable.
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such Each prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like outstanding Term Loan pursuant to prepay, no later this Section 2.6 (other than 5:00 p.m. thirty Section 2.6(a)(viii) due to Permitted Equity Issuances under clause (30f)) calendar days prior thereto, which shall promptly be transmitted by applied to the Administrative Agent principal repayment installments thereof in indirect order of maturity on a pro rata basis with accrued interest and fees pursuant to each of Section 2.7. Such prepayments shall be paid to the relevant Lenders, as the case may be; Lenders in accordance with their Pro Rata Percentage.
(ii) each such Each prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid 2.6(a)(viii) due to Permitted Equity Issuances under clause (f) shall be applied, so long as no Application Event shall have occurred and be continuing, first, applied first to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the 2023 Term Loans and the 2024 Term Loans, as applicable, on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loanspro rata basis, second to the 2021 Loans and then, pro rata, to principal repayment installments of the Initial Restatement Advance Loans and, the Incremental Advance 2023 Term Loans and the Second Incremental 2024 Term Loans, as applicable, in indirect order of maturity on a pro rata basis with any applicable Exit Fee or Exit Fee 2024, as applicable, third to the accrued and unpaid interest on the Additional Term Loans and Initial Term Loans on a pro rata basis and fourth the principal repayment installments of the Additional Term Loans and Initial Term Loans in indirect order of maturity on a pro rata basis with any applicable Prepayment Premium. Such prepayments shall be paid to the Lenders in accordance with their Pro Rata Percentage of the applicable Term Loans.
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the Borrowers expressly waive any right to prepay the remaining balance of the Loans outstanding under this AgreementMezzanine Loan, in whole or in part, on except as hereinafter provided.
(b) Notwithstanding anything herein or in any other Mezzanine Loan Documents to the following terms and conditions:
contrary, except as the result of an acceleration of the Stated Maturity Date or if expressly required or permitted under any Mezzanine Loan Document, including (i) payments of the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentMonthly Debt Service Payment Amount, (Bii) prepayments of the amount Mezzanine Loan in its entirety pursuant to SECTION 2.4.1(c) and the satisfaction of such prepayment the terms and conditions contained therein and (Ciii) if as a result of any of the mandatory prepayment events specified in SECTION 2.4.2, Borrowers may not voluntarily prepay the Mezzanine Loan, in whole or in part, prior to the Prepayment Lockout Expiration Date.
(c) Provided that no Event of Default shall have occurred and be continuing continuing, Borrowers may, at both any time following the time Prepayment Lockout Expiration Date, elect to prepay the Mezzanine Loan, in whole (but not in part), on any Business Day, provided, with respect to any prepayment (i) Borrowers have given Mezzanine Lender written notice of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later prepayment not more than 5:00 p.m. thirty (30) calendar days and not less than fifteen (15) days prior thereto, which shall promptly be transmitted by to the Administrative Agent to each date of the relevant Lenders, as the case may be; such prepayment and (ii) each such prepayment is accompanied by all interest accrued on the amount so prepaid and all other fees and other sums due hereunder and under the other Mezzanine Loan Documents up to and including the date of prepayment, if any; PROVIDED, HOWEVER, that if such prepayment occurs on a day other than a Monthly Payment Date, Borrowers shall also pay to Mezzanine Lender interest which would have accrued thereon to the next Monthly Payment Date.
(d) Except as otherwise expressly provided hereunder, the Yield Maintenance Premium shall be due under any and all circumstances where all or any portion of the Mezzanine Loan is paid on or prior to the Prepayment Lockout Expiration Date, whether such prepayment is voluntary or involuntary, even if such prepayment results from Mezzanine Lender's exercise of its rights upon Borrowers' default and acceleration of the Maturity Date (irrespective of whether foreclosure proceedings have been commenced), and shall be in an amount equal addition to at least (A) any other fees or sums due hereunder or under any of the other Mezzanine Loan Documents. No tender of a prepayment with respect to which the 2020 Loans and Yield Maintenance Premium is due shall be effective unless such prepayment is accompanied by the 2021 Loans, $20,000,000 or, if lessYield Maintenance Premium.
(e) If Borrowers have elected to prepay the Mezzanine Loan in whole pursuant to SECTION 2.4.1(c) above, the entire principal amount Collateral shall be released from the Lien of the Pledge and Financing Statements. In connection with such release of the Lien, Borrowers shall submit to Mezzanine Lender, not less than thirty (30) days prior to the Prepayment Date (or such shorter time as is acceptable to Mezzanine Lender in its sole discretion), a release of Lien (and related Mezzanine Loan then outstanding andDocuments) for execution and approval by Mezzanine Lender. Such release shall be in a form appropriate in the jurisdiction in which the Financing Statements were filed and contain standard provisions protecting the rights of the releasing lender. In addition, Borrowers shall provide all other documentation Mezzanine Lender reasonably requires to be delivered by Borrowers in connection with such release, together with an Officer's Certificate certifying that such documentation (Bi) is in compliance with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereofall Legal Requirements, and (Cii) will effect such release in accordance with respect to the Second Incremental Term Loansterms of this Agreement. Borrowers shall pay all costs, taxes and expenses associated with the amount release of the Lien of the Pledges and increments the Financing Statements, including Mezzanine Lender's reasonable attorneys' fees. Except as set forth in this SECTION 2.4, no repayment or prepayment of all or any portion of the Joinder Agreement for Mezzanine Note shall cause, give rise to a right to require, or otherwise result in, the Second Incremental Term Loans; release of the Lien of the Pledges and (iii) such prepayment may only be made the Financing Statements on the last Business Day of a calendar monthCollateral.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Horizon Group Properties Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to The Loan may be provided pursuant to clause prepaid in whole only (fbut not in part) of the definition of Permitted Acquisition on any Payment Date, provided, that, with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five any such prepayment (5i) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty give Lender thirty (6030) days from days’ prior written notice of the date of such determination or inability, as the case may be, Borrower’s intention to prepay the remaining balance Loan in full, (ii) subject to the terms of Section 2.4.1(b) below, all outstanding Other Loans together with all Other Borrower Obligations shall simultaneously be repaid in full subject to and in accordance with the Loans outstanding applicable Other Borrower Loan Documents and (iii) Borrower pays Lender, in addition to the Outstanding Principal Balance, (A) all interest as required herein; and (B) all other Debt payable under this Agreement Agreement, the Note, and the other Loan Documents, including, but not limited to the Breakage Costs and all other Obligations of Lender’s costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in fullconnection with such prepayment. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay withdraw any prepayment notice at any time prior to such prepayment provided that Borrower shall pay to Lender all of Lender’s reasonable costs and expenses incurred in connection with the remaining balance receipt of such notices.
(b) Notwithstanding the Loans outstanding under this Agreementterms of clause (ii) of Section 2.4.1(a) above, the Loan may be prepaid in whole or only (but not in part) if the Property is sold in a bona fide arms-length, on the following terms and conditionsall-cash sale to a Person which is not a Related Party, provided, that:
(i) the Borrower shall give complies with the Administrative Agent written notice terms of Section 2.4.1(a) above (or telephonic notice promptly confirmed excluding clause (ii) thereof) in writing) respect of (A) its intent to make such prepayment, ;
(Bii) the amount of such prepayment and shall equal the Adjusted Release Amount;
(Ciii) if no Release Default or Event of Default shall have occurred and be continuing at both the time of hereunder or under any other Loan Document;
(iv) after giving effect to such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty release (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, including the amount and increments set forth prepaid in the Joinder Agreement for the Second Incremental Term Loans; and (iiiSection 2.4.1(a) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(babove), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses Aggregate Debt Service Coverage Ratio of the Agents and remaining Other Properties shall equal or exceed the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event greater of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by Aggregate Debt Service Coverage Ratio for the Borrower twelve (12) full calendar months immediately preceding the Closing Date, or (ii) if the Aggregate Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Property for which financial statements are available;
(v) In the event Borrower made no is the owner of an Other Property, the Property shall be conveyed to a Person other than Borrower;
(vi) The Adjusted Release Amount paid to Lender in connection with any such selectionrelease shall be applied (i) first, first to reduce the Debt to zero, and (ii) second, pro rata to the 2020 Other Loans, second immediately following such release. In connection with the release of the Mortgage and Second Mortgage as permitted by this Section 2.5, Borrower shall submit to Lender, not less than ten (10) days prior to the 2021 Loans date on which Borrower intends to pay the Loan in full, a release of Lien (and thenrelated Loan Documents), pro ratafor the Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that would be satisfactory to a prudent lender; and
(vii) Borrower shall have delivered to Lender an Officer’s Certificate in form reasonably acceptable to Lender certifying that no Release Default or Event of Default has occurred and is continuing hereunder, under the Other Loan Documents or under the Other Borrower Loan Documents. In the event any sums payable pursuant to Section 2.4 of the Initial Restatement Advance Loans andOther Loan Agreements are applied to reduce the Outstanding Principal Balance of this Loan, the Incremental Advance Loans and the Second Incremental Term Loansno Prepayment Premium shall be payable in connection therewith.
Appears in 1 contract
Voluntary Prepayments. Borrowers may at any time on at least three (a3) Following receipt Business Days' prior written notice by Borrower Representative to the Agents voluntarily prepay, all or part of the Term Loans; provided that any such prepayments shall be in a minimum amount of $250,000 and integral multiples of $250,000 in excess of such amount and shall be accompanied by payment of all of the information fees required to be provided paid pursuant to clause Section 2.7(c); provided additionally that no such prepayment, other than in connection with the payment in full of all Obligations and termination of all Commitments, shall be made unless: (fi) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five received an officer's certificate and accompanying financial information demonstrating after giving pro forma effect to such prepayment that Borrowing Availability shall not be less than $15,000,000 for the thirty (530) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from day period immediately preceding the date of the proposed payment (assuming such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, was made on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount first day of such prepayment prior thirty (30) day period), and (Cii) if no Default or Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment. In addition, the Tranche Borrowers may at any time after Borrowers have prepaid all of the Term Loans it would like and on at least three (3) Business Days' prior written notice by Borrower Representative to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each Agents terminate all of the relevant LendersRevolving Loan Commitment; provided that upon such termination, all Revolving Loans and other Obligations owing to the Revolving Lenders shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2; provided further that following a Major Asset Disposal, Borrowers may permanently reduce the Revolving Loan Commitment to an amount not less than $37,500,000 upon three (3) Business Days notice by Borrower Representative to Agents so long as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire outstanding principal amount of such the aggregate Revolving Loan then outstanding and, (B) with respect to would not exceed the lesser of any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents Borrowing Base and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing Maximum Amount at both the time of the applicable notice and the time such proposed reduction. Any such voluntary prepayment of Term Loans or termination or partial permanent reduction of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected Revolving Loan Commitments must be accompanied by the Borrower payment of the Fee required by Section 2.7(c), if any. Upon any such prepayment and termination of the Revolving Loan Commitment, each Borrower's right to request Revolving Credit Advances or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansrequest that Letter of Credit Obligations be incurred on its behalf shall simultaneously be terminated.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to voluntarily prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, Term Loan in whole or in part, at any time; provided that each of the following conditions is satisfied: Borrower pays to Agent for its benefit and the benefit of Lenders, as applicable, (i) all accrued and unpaid payments of interest with respect to the Term Loan (or portion thereof subject to prepayment) due up to and including the date of prepayment, (ii) the outstanding principal amount of the Term Loan being prepaid, and (iii) to the extent that on any date occurring prior to the Maturity Date that payment or prepayment in full of the Secured Obligations hereunder occurs (or is deemed to have occurred in the case of a Prepayment Event), the Borrower shall pay in full all outstanding Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), which shall include for the avoidance of doubt, the payment, if applicable, of any Prepayment Premium and Applicable Exit Fee. Term Loans bearing interest based on the following terms Base Rate may be prepaid with same-day written notice, which is received by the Agent no later than 11:00 a.m. New York time on a Business Day, subject to the applicable Prepayment Premium and conditions:any Applicable Exit Fee.
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such Each prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like outstanding Term Loan pursuant to prepay, no later this Section 2.6 (other than 5:00 p.m. thirty Section 2.6(a)(viii) due to Permitted Equity Issuances under clause (30f)) calendar days prior thereto, which shall promptly be transmitted by applied to the Administrative Agent principal repayment installments thereof in indirect order of maturity on a pro rata basis with accrued interest and fees pursuant to each of Section 2.7. Such prepayments shall be paid to the relevant Lenders, as the case may be; Lenders in accordance with their Pro Rata Percentage.
(ii) each such Each prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid 2.6(a)(viii) due to Permitted Equity Issuances under clause (f) shall be applied, so long as no Application Event shall have occurred and be continuing, first, applied first to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the 2023 Term Loans, the 2024 Term Loans and, the JS Loans and the 2024-1 Term Loans, as applicable, on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loanspro rata basis, second to the 2021 Loans and thenprincipal repayment installments of the 2023 Term Loans, pro rata, to the Initial Restatement Advance 2024 Term Loans and, the Incremental Advance JS Loans and the Second Incremental 2024-1 Term Loans, as applicable, in indirect order of maturity on a pro rata basis with any applicable Applicable Exit Fee, third to the accrued and unpaid interest on the Additional Term Loans and Initial Term Loans on a pro rata basis and fourth the principal repayment installments of the Additional Term Loans and Initial Term Loans in indirect order of maturity on a pro rata basis with any applicable Prepayment Premium. Such prepayments shall be paid to the Lenders in accordance with their Pro Rata Percentage of the applicable Term Loans.
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, in whole or in part, without premium or penalty, from time to time on the following terms and conditions:
: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are B Term Loans, (B) RF Loans or Swingline Loans, the amount of such prepayment and (Cin the case of Eurodollar Loans) if no Event of Default the specific Borrowing(s) pursuant to which made, which notice shall have occurred and be continuing given by the Borrower prior to 12:00 Noon (New York time) at both least one Business Day prior to the time date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall be given by the Borrower on the date of prepayment) and at least three Business Days prior to the time date of such prepaymentprepayment with respect to Eurodollar Loans, and which notice (except in the Tranche case of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30a prepayment of Swingline Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such partial prepayment of any Borrowing shall be in an aggregate principal amount equal to of at least $1,000,000 (Aor $100,000, in the case of a partial prepayment of any Borrowing of Swingline Loans), provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) except as provided in clause (v) below, each prepayment in respect of any Loans of a given Facility made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of RF Loans pursuant to this Section 3.01, such prepayment shall not be applied to any RF Loans of a Defaulting Lender; (iv) at the time of any prepayment of Eurodollar Loans pursuant to this Section 3.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (v) in the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the 2020 Required Lenders as provided in Section 11.12(b), the Borrower may, upon two Business Days’ prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and the 2021 Loans, $20,000,000 orof such Lender (including all amounts, if lessany, the entire principal amount of owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Loan then outstanding and, Lender (B) or owing to such Lender with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect each Facility which gave rise to the Second Incremental Term Loans, the amount and increments set forth need to obtain such Lender’s individual consent) in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to accordance with said Section 4.01(b11.12(b), the amounts prepaid shall be applied, so long as no Application Event (A) in the case of the repayment of RF Loans of any Lender pursuant to this clause (v), the Revolving Commitment of such Lender is terminated concurrently with such repayment (at which time Annex I shall be deemed modified to reflect the changed Revolving Commitments) and (B) the consents required by Section 11.12(b) in connection with the repayment pursuant to this clause (v) shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (Cin the case of Eurodollar Loans) if no Event of Default the specific Borrowing(s) pursuant to which made, which notice shall have occurred and be continuing at both given by the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, Borrower no later than 5:00 p.m. thirty (30x) calendar days in the case of Revolving Loans, 11:00 A.M. (New York time) one Business Day prior theretoto, which or (y) in the case of Swingline Loans, 11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or Swingline Lenders, as the case may be; (ii) each such partial prepayment of any Borrowing shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $10,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Loan then outstanding and, (B) with respect Borrowing to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to an amount less than the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement Minimum Borrowing Amount for the Second Incremental Term Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans, as the case may be, provided that (x) at the Borrower's election in connection with any prepayment pursuant to this Section 4.01, such prepayment may only shall not be made on the last Business Day applied to any Revolving Loan of a calendar month.
Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Percentage of all Revolving Loans then outstanding and (cy) With respect to each prepayment the Borrower may repay the Revolving Loans and Swingline Loans of a Non-Continuing Lender in connection with the termination of the Loans pursuant to Section 4.01(b), Commitment of such Non-Continuing Lender in accordance with the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses requirements of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or clause (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.)
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Each Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, without premium or penalty in whole or in part, part from time to time on the following terms and conditions:
(ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice (which notice may be conditioned upon the happening of an event) at its Notice Address (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, (B) Dollar Revolving Loans or Multicurrency Revolving Loans the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent by 12:00 noon (CNew York City time) if no Event at least three (3) Business Days prior in the case of Default shall have occurred Eurocurrency Loans and be continuing at both least one (1) Business Day prior in the time case of Base Rate Loans to the date of such prepayment and which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; ;
(iib) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000 or €1,000,000; provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
(c) Eurocurrency Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5;
(d) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided, that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Pro Rata Share of all Loans then outstanding; and
(e) unless otherwise specified by the applicable Borrower, each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of all outstanding Term Loans in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to reduce the remaining Scheduled Term Repayments ratably. Unless otherwise specified by the applicable Borrower, such prepayment shall be in an amount equal applied first to at least (A) the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans. The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement this Section 4.3 are for the Second Incremental Term Loans; benefit of Administrative Agent and (iii) such prepayment may only be made on the last Business Day of a calendar monthwaived unilaterally by Administrative Agent.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
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Voluntary Prepayments. (a) Following receipt of all of the information Subject to be provided pursuant to clause (fSection 4.3(b) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loansbelow, the Administrative Agent shall have five Borrower may, on not less than six (56) Business Days Days' prior written notice to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (Lenders and the Administrative Agent Agent, voluntarily prepay Loans in accordance with this Section 4.3 and each of the applicable provisions of the Loan Agreements PROVIDED that, the Borrower may not (i) prepay any Tranche B Loans without prepaying a Pro Rata Share of the Tranche A Loans or (ii) prepay any Tranche A Loans unless it has made an offer, not less than 10 Business Days prior to the date of such prepayment, to the Institutional Lenders to prepay a Pro Rata Share of Tranche B Loans (at par plus accrued interest but without payment of any Make Whole Amount, penalty or premium); PROVIDED that the failure of any Institutional Lender to respond to such offer at least 3 Business Days prior to the date of such prepayment specified in such offer shall be deemed to have confirmed the undertaking be a rejection of such syndication if it does not otherwise notify Parent prior to the expiration of offer; and PROVIDED, FURTHER, that each Institutional Lender may accept or reject such five (5)-Business Day period)offer in its sole discretion. In the event the Administrative Agent determines it will not undertake Upon such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Daterefusal by an Institutional Lender, the Borrower shall have sixty the option of either (601) days from paying the date refused amount pro rata to the Bank Lenders or (2) prepaying such Pro Rata Share of such determination the Tranche B Loans to the Institutional Lenders together with accrued interest thereon and the Make Whole Amount. The aggregate amount prepaid shall be a minimum of U.S.$1,000,000 (and in any integral multiple of U.S.$100,000 in excess thereof) or inability, as the case may be, to prepay if the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment EventLoan is less than U.S.$1,000,000, such lesser amount.
(b) The Borrower shall have No voluntary prepayments may be made under the right Tranche A Facility or the Tranche B Facility prior to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
Conversion Date unless prior to such prepayment: (i) all Commitments under the Borrower Tranche A Facility and the Tranche B Facility have been fully utilized or cancelled, and, in the case of any prepayment other than a prepayment in full of all Tranche A Loans and Tranche B Loans, (ii) each Lender shall give have received a certificate from a Financial Officer of the Administrative Agent written notice Obligors to the effect that after taking into account the proposed prepayment, the sum (or telephonic notice promptly confirmed in writingwithout duplication) of (A) its intent the funds in the Accounts available to make such prepaymentthe Project Company in accordance with the Disbursement Agreement, (B) the amount proceeds of such prepayment insurance received by the Collateral Agent and available to the Project Company in accordance with the terms of the Disbursement Agreement and (C) if no Event the amount of Default shall Project Revenues that the Project Company reasonably expects to receive and to have occurred and be continuing at both available after the time date of such notice and prepayment but prior to the time Conversion Date as reflected in the Construction Budget is not less than the sum of such prepayment, all Project Costs identified in the Tranche most recent certificate of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Independent Engineer delivered under Section 3.4(b) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans hereof and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monththen current Construction Budget.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
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Voluntary Prepayments. (a) Following receipt Any time and from time to time, the Borrower may prepay any Loans on any Business Day in whole or in part upon notice substantially in the form of all Exhibit J delivered no later than 1:00 p.m. (New York City time) [REDACTED – Time Period] prior to such date, with any partial prepayment being in an aggregate minimum amount of [REDACTED – Dollar Amount] and integral multiples of [REDACTED – Dollar Amount] in excess of that amount; provided that if there are any Two Year Equity Bridge Loans outstanding, such prepayment shall be applied ratably between such outstanding Two Year Equity Bridge Loans and the outstanding Loans; provided, further, that during the [REDACTED – Time Period] immediately preceding the initial stated maturity of the information Two Year Equity Bridge Facility, such prepayments may be applied to such outstanding Two Year Equity Bridge Loans prior to such outstanding Loans.
(b) All such prepayments shall be provided pursuant made upon not less than [REDACTED – Time Period] prior written or telephonic notice given to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five by 12:00 p.m. (5New York City time) Business Days on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) Administrative Agent, (and the Administrative Agent will promptly transmit such original notice for Loans by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided, that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or Asset Acquisition or other Investment). Voluntary prepayments permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.10 in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal, the Borrower shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of elected that such prepayment and (C) if no Event be applied to reduce the scheduled installments of Default shall have occurred and be continuing at both the time principal in direct order of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthmaturity.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on Upon a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected failure by the Borrower or (ii) if to issue any Refinancing Securities required to be issued by the Borrower made no such selectionDesignated Lead Arrangers in accordance with Section 5.12, first the outstanding Loans shall be subject to the 2020 Loans, second optional redemption terms and call protection provisions applicable to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansExchange Notes.
Appears in 1 contract
Samples: Extended Equity Bridge Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Revolving Loans or Swing Line Loans, (B) the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrower to Administrative Agent by 12:00 noon (CNew York City time) if no Event of Default shall have occurred and be continuing at both least three Business Days prior to the time date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; the
(ii) each such partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and at least $1,000,000 increments and in integral multiples of $500,000 in excess thereof, and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000 and in integral multiples of $100,000 in excess thereof; provided that no partial prepayment of Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (Ciii) Eurodollar Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided, that such prepayment shall not be applied to any Revolving Loans of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the Second Incremental Term Loansminimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount and increments set forth in the Joinder Agreement of this Section 4.3 are for the Second Incremental Term Loans; benefit of Administrative Agent and (iii) such prepayment may only be made on the last Business Day of a calendar monthwaived unilaterally by Administrative Agent.
(cb) With In the event a Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), Borrower shall have the right (subject to the provisions of Section 12.1(b)), upon five (5) Business Days' prior written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each prepayment of the Loans pursuant to Section 4.01(bLenders), the to repay all Loans, together with accrued and unpaid interest, fees and all other amounts prepaid shall be applieddue and owing to such Lender in accordance with said Section 12.1(b), so long as no Application Event (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the information to be provided pursuant to clause (f) of Lock-Out Period. Notwithstanding the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded foregoing, if the Facility is prepaid, in whole or in-part, by the proceeds of Incremental Advance LoansBorrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Administrative Agent shall have for the ratable benefit of the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent or the Required Lenders establish one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof, (iii) the Obligations are being refinanced by the Required Lenders or an Affiliate thereof, or (iv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, then, in each case, Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days Days' prior written notice to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (Lenders and the Administrative Agent shall be deemed to have confirmed Agent, by paying the undertaking applicable Prepayment Premium plus the entire amount of Obligations outstanding at such syndication if it does not otherwise notify Parent prior time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the expiration Company during the first twelve (12) months of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective DateLock-Out Period, the Borrower shall have sixty may prepay the Loans in-full, but not in-part, upon five (605) days Business Days' prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a reduced Lock-Out Make-Whole Payment equal to the product of (x) the projected average daily outstanding principal amount of the Loans from the date of such determination or inability, as prepayment until the case may be, to prepay the remaining balance twelve (12) month anniversary of the Loans outstanding under this Agreement Closing Date (as determined by the Company in consultation with the Castlelake Representative and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(autilizing commercially reasonable assumptions) will not be a Prepayment Event.
multiplied by (b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(iy) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed Interest Rate in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing effect at both the time of such notice and the time of such prepayment, multiplied by (z) a fraction, the Tranche numerator of which is the actual number of days between the date of prepayment and the twelve (12) month anniversary of the Loans it would like to prepayClosing Date and the denominator of which is 360, no later than 5:00 p.m. thirty plus (30c) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least the product of (Ax) with respect 3% and (y) the Maximum Committed Amount.
(b) During the Prepayment Period, the Borrower may prepay the applicable Loans in-full, upon five (5) Business Days' prior written notice to the 2020 Loans Lenders and the 2021 LoansAdministrative Agent, $20,000,000 or, if less, by paying the entire principal amount of Obligations outstanding relating to such Loan then outstanding andLoans at such time and the applicable Prepayment Premium; provided, (B) no such Prepayment Premium shall be payable in connection with respect to any Initial Restatement Advance Loan a refinancing of the Obligations by the Required Lenders or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess an Affiliate thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect Following the expiration of the Prepayment Period, the Borrower may prepay the applicable Loans, in-full, at any time upon five (5) Business Days' prior written notice to each the Lenders and the Administrative Agent.
(d) Concurrently with any prepayment of any Loan pursuant to clauses (a), (b) or (c) of this Section 2.7, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount prepaid; provided that, in connection with any prepayment pursuant to Section 2.7(a)(iii), such certificate shall be prepared based on information provided to the Borrower by the Administrative Agent.
(e) For the avoidance of doubt, at no time shall the Borrower be permitted to prepay the Loans in-part. Notwithstanding anything to the contrary, the repayment of the Loans (i) pursuant to Section 4.01(b)2.10(a)(iv) or otherwise out of Collections on a Settlement Date, and (ii) the amounts prepaid shall be appliedrepayment of Loans that do not result in any reduction or termination of Revolving Commitments, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on balance of the Loans on a ratable basis until being repaid equals or exceeds the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans Minimum Utilization Threshold (as defined in the immediately preceding sentence Fee Letter) after giving effect to such repayment, in each case, shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansnot constitute a prepayment.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, without premium or penalty, from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are A Term Loans, (B) B Term Loans, Bridge Loans, Revolving Loans or Swingline Loans, the amount of such prepayment and (Cin the case of Eurodollar Loans) if no Event of Default the specific Borrowing(s) pursuant to which made, which notice shall have occurred and be continuing given by the Borrower at both least one Business Day prior to the time date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall be given by the Borrower on the day of prepayment) and two Business Days prior to the time date of such prepayment, the Tranche of the Loans it would like prepayment with respect to prepay, no later than 5:00 p.m. thirty (30) calendar days prior theretoEurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, provided that no notice shall be required with respect to any prepayments made with funds received by the Agent from the Blocked Accounts (such funds, "Blocked Account Proceeds") as provided in Section 4.05, which funds shall be applied by the Agent on a daily basis or such other frequency as the case Agent may be; determine, (ii) each partial prepayment of any Borrowing (other than any Borrowing of Swingline Loans or a Borrowing of Revolving Loans that is prepaid solely with Blocked Account Proceeds) shall be in an aggregate principal amount of at least $500,000 and, if greater in an integral multiple of $100,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that (A) at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Lender, and (B) Blocked Account Proceeds shall be applied first to prepay any outstanding Swingline Loans and second to prepay any outstanding Revolving Loans, and, with respect to such Revolving Loans, first to prepay any Base Rate Loans and second to prepay any Eurodollar Loans; and (v) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to A Term Loans (in an amount equal to at least the A Term Loan Percentage of such prepayment) and B Term Loans (A) with respect in an amount equal to the 2020 B Term Loan Percentage of such prepayment) and shall be applied first to reduce the remaining Scheduled Repayments in the then current fiscal year of the Borrower of each of the A Term Loans and B Term Loans in the direct order of their maturity and second to reduce the remaining Scheduled Repayments of each of the A Term Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental B Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansinverse order of their maturity.
Appears in 1 contract
Samples: Credit Agreement (Peebles Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least four Business Days prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentLoans, which notice (Bin each case) shall specify the amount of such prepayment and (C) if no Event of Default shall have occurred the specific Borrowing or Borrowings pursuant to which such Loans were made, and be continuing at both the time of such which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an aggregate principal amount equal to of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), provided that, no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 1.10; and
(iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that, at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Loan of a Defaulting Lender.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans (including all amounts, if any, owing pursuant to Section 1.10), together with accrued and unpaid interest, Fees and all other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount all Commitments of such Loan then outstanding andLender are terminated concurrently with such prepayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (B) with respect such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 the Administrative Agent and $1,000,000 increments in excess thereofthe respective Issuing Lenders, and (C) the consents, if any, required under Section 14.12(b) in connection with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall this clause (b) have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Voluntary Prepayments. Borrowers may prepay without premium or penalty and in whole or in part the Revolving Loan Advances, the Term Loan, and/or the Delayed Draw Term Loan and/or Supplemental Term Loan then outstanding at any time upon three (a3) Following receipt Business Days prior written notice by the Administrative Borrower to Lender (or, in any case, such shorter time period then agreed to by Lender), such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any prepayments of the Term Loan or, the Delayed Draw Term Loan or the Supplemental Term Loan, accrued and unpaid interest thereon to the date fixed for prepayment; provided, however, Borrowers may not voluntarily partially prepay (i) the Revolving Loan Advances then outstanding in a principal amount less than the lesser of (1) $100,000 and (2) the Revolving Exposure, or (ii) the Term Loan and/or, the Delayed Draw Term Loan and/or the Supplemental Term Loan then outstanding in a principal amount less than the lesser of (A) $500,000 and (B) the Term Loan or, the Delayed Draw Term Loan or the Supplemental Term Loan, as applicable, then outstanding. Such written notice by the Administrative Borrower to Lender shall, if applicable, indicate whether all or a portion (and if the latter, in what amount) of such prepayment should be applied to prepay outstanding GKF Revolving Advances. If the Administrative Borrower gives such notice, then Borrowers’ prepayment obligation hereunder will be irrevocable, and Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Notwithstanding the foregoing, any such notice of prepayment delivered in connection with any refinancing of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition Obligations hereunder with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking refinancing or of such syndication if it does not otherwise notify Parent prior to the expiration any incurrence of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case Indebtedness may be, if expressly so stated to prepay be, contingent upon the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount consummation of such prepayment refinancing or incurrence and (C) if no Event of Default shall have occurred and may be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted revoked by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth Borrowers in the Joinder Agreement for the Second Incremental Term Loans; and (iii) event such prepayment may only be made on the last Business Day of a calendar monthrefinancing is not consummated.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Credit Agreement (American Shared Hospital Services)
Voluntary Prepayments. (a) Following receipt of all of the information The Borrower may elect to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, notify the Administrative Agent shall have five and the Lenders that it may wish to make below par voluntary prepayments of the Loans (5) Business Days to evaluate each such Permitted Acquisition payment a “Voluntary Prepayment”) pursuant to determine whether it will undertake syndicating the Incremental Advance Commitments procedures set forth in this Section 2.15; provided that (x) the Borrower shall specify in an Election Notice to fund such Permitted Acquisition(s) (and the Administrative Agent whether such Voluntary Prepayment will be a utilization of the Borrower’s Discounted Prepayment Portion of Available Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be deemed permitted to have confirmed be made in amounts not exceeding aggregate unused amount of the undertaking Borrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such syndication if it does not otherwise notify Parent prior to Voluntary Prepayment is made. At the expiration time of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Dateany Voluntary Prepayment, the Borrower shall have sixty certify, with reasonable supporting detail (60) days from as determined by the date of such determination or inabilityAdministrative Agent), as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) compliance with the Borrower requirements of this Section 2.15, which certification shall give include a schedule setting forth the Administrative Agent written notice computation (or telephonic notice promptly confirmed in writingand any utilization by the Borrower) of (A) its intent to make such prepaymentAvailable Cash, Borrower’s Discounted Prepayment Portion of Available Cash and Borrower’s Discretionary Portion of Available Cash, (Bii) that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the amount succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 2/3% of such prepayment the Borrower’s Governing Board and (Civ) if that immediately prior to and after giving effect to any Voluntary Prepayment, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Loan Parties shall have Unrestricted Cash of at both the time of such notice and the time of such prepaymentleast $40,000,000.
(b) In connection with any Voluntary Prepayment, the Tranche Borrower shall notify the Lenders (the “Prepayment Notice”) that the Borrower desires to prepay Loans with cash proceeds in an aggregate amount (each, a “Prepayment Amount”) specified by the Borrower (which amount shall be not less than $5,000,000) at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (not to exceed 100%) (the “Payment Percentage”) of the principal amount of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment prepaid. No proposed Voluntary Prepayment shall be in made if the amount expended to make such Voluntary Prepayment would exceed an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal aggregate unused amount of the Borrower’s Portion of Available Cash at such Loan then outstanding andtime. For the avoidance of doubt, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment Voluntary Prepayments may only be made on only from the last Business Day Borrower’s Portion of a calendar monthAvailable Cash.
(c) With respect In connection with any Voluntary Prepayment, the Borrower shall allow each Lender to specify a Payment Percentage (the “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of Loans at which such Lender is willing to permit such Voluntary Prepayment. Based on the Acceptable Payment Percentages and principal amounts of Loans specified by Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Voluntary Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Voluntary Prepayment for the applicable Prepayment Amount that is within the applicable Range; provided that if the offers received from Lenders are insufficient to allow the Borrower to complete the Voluntary Prepayment for the applicable Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Loans (or the respective portions thereof) offered by Lenders at the Acceptable Payment Percentages specified by each such Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each prepayment Lender to be prepaid equal to the product of the face amount, or par, of the Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.15(d)) would exceed the applicable Prepayment Amount for such Voluntary Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Prepayment Agent).
(d) All Loans prepaid by the Borrower pursuant to this Section 4.01(b), the amounts prepaid 2.15 shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses accompanied by payment of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment.
(e) Each Voluntary Prepayment shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Lenders and determination of Applicable Payment Percentage) reasonably established by the Prepayment Agent in consultation with the Borrower and not inconsistent with the terms hereof.
(f) Each Voluntary Prepayment shall constitute an optional prepayment of Loans for all purposes under this Agreement, including for purposes of Section 2.06(a), but excluding for purposes of Section 2.06(c).
(g) Notwithstanding anything to the contrary in this Agreement (including, without limitation, Sections 2.06 and 2.13), the Lenders hereby consent to the transactions described in this Section 2.15 and further acknowledge that in connection with any Voluntary Prepayment, principal and interest payments may be made on a ratable basis until paid in full and thirdnon-pro rata basis, as determined by the Prepayment Agent, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default applicable Lenders.
(h) This Section 2.15 shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by not require the Borrower to undertake or (ii) if the Borrower made no such selection, first any Lender to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansparticipate in any Voluntary Prepayment.
Appears in 1 contract
Samples: Loan Agreement (Dex Media, Inc.)
Voluntary Prepayments. (a) Following receipt of Borrower may prepay, all or any portion of the information to be Outstanding Principal Balance on any Business Day, provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on that the following terms and conditions:
conditions are satisfied: (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may becontinuing; (ii) Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Owner and each such other Mezzanine Borrower shall concurrently make a prepayment of the outstanding principal balance of the Mortgage Loan and applicable Mezzanine Loan, and shall be otherwise satisfy the applicable conditions in an amount equal to at least (A) the Mortgage Loan Documents and other applicable Mezzanine Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and the 2020 delivery to Lender of a copy of a payoff letter from the Mortgage Lender and other applicable Mezzanine Lenders); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth in Section 2.4.6 and (v) if Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Owner and the other applicable Mezzanine Borrowers under the Mortgage Loan Documents and other Mezzanine Loan Documents shall be allocated among the Loan, other Mezzanine Loans and the 2021 LoansMortgage Loan pro rata in accordance with their respective outstanding principal balances immediately prior to such prepayments.
(b) On any Business Day, $20,000,000 orBorrower may prepay the Loan in part in connection with the release of one or more Individual Properties under the Mortgage Loan Documents in accordance with Section 2.5.2 hereof, if lessprovided that the following conditions are satisfied: (i) Borrower shall timely deliver to Lender a Prepayment Notice, (ii) the entire principal amount release of such Individual Property(ies) under the Mortgage Loan then outstanding andDocuments shall occur simultaneously with such prepayment, (Biii) the applicable conditions in the other Mezzanine Loan Documents with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 concurrent prepayments of the other Mezzanine Loans by the other Mezzanine Borrowers shall have been satisfied (as evidenced by an Officer’s Certificate and $1,000,000 increments in excess thereof, the delivery to Lender of a copy of a payoff letter from each such other Mezzanine Lender) and (Civ) with respect to the Second Incremental Term Loans, the amount and increments set forth Release Conditions shall have been satisfied in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthconnection therewith.
(c) With respect to each If (i) a Low Cash Flow Trigger Period exists, (ii) Borrower makes a prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid Outstanding Principal Balance hereunder in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to accordance with paragraph (ia) to the Tranche or Tranches selected by the Borrower or above (other than clause (ii) if thereof) (which may be made by using funds in the Cash Collateral Account), and Owner and each other applicable Mezzanine Borrower concurrently makes a prepayment of the Mortgage Loan and applicable other Mezzanine Loan in accordance with paragraph (a) above, (iii) such prepayments are made no on or before the twentieth (20th) Business Day after the commencement of such selection, first Low Cash Flow Trigger Period (and upon at least two (2) Business Days prior written notice) and (iv) the aggregate amount prepaid by Borrower under this paragraph (c) and concurrently by Owner under the Mortgage Loan Documents and other Mezzanine Borrowers under the applicable other Mezzanine Loan Documents is equal to or greater than the amount that is required to increase the Debt Yield to the 2020 LoansDebt Yield Cure Level (and, second after the Approved Mezzanine Closing Date, to increase the Aggregate Debt Yield to the 2021 Loans and thenAggregate Debt Yield Cure Level), pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansthen such Low Cash Flow Trigger Period will immediately end.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (W2007 Grace Acquisition I Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower Borrowers shall give the Administrative Agent irrevocable written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of (A) its their intent to make such prepaymentprepay the Loans or Swing Line Loans, (B) the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrowers to Agent by 12:00 noon (CNew York City time) if no Event at least three Business Days, in the case of Default shall have occurred Eurocurrency Loans, and be continuing at both one Business Day, in the time case of Base Rate Loans, prior to the date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; (ii) each such partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount equal to of at least $1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the minimum borrowing amount applicable thereto; (Aiii) Eurocurrency Loans may only be prepaid pursuant to this Section 4.2 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, that such prepayment shall not be applied to any Revolving Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Revolving Loans then outstanding. The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment, and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding andthis Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent. Amounts prepaid under this Section 4.2(a) may be reborrowed by any Borrower in accordance with the provisions hereof.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, (B) waivers, discharges or terminations with respect to any Initial Restatement Advance Loan or Incremental Advance Loanthis Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), $5,000,000 and $1,000,000 increments in excess thereofBorrowers shall have the right, and upon five (C5) with respect Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Second Incremental Term Lenders), to repay all Loans, the amount together with accrued and increments set forth unpaid interest, fees and all other amounts due and owing to such Lender in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to accordance with said Section 4.01(b12.1(b), the amounts prepaid shall be applied, so long as no Application Event (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), the Revolving Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter P H Co)
Voluntary Prepayments. Borrower may prepay the Loan in whole or in part, without penalty or premium (a) Following receipt of all other than payment of the information Minimum Multiple as provided below), upon at least ten (10) Business Days’ prior written notice to Administrative Agent, which notice (each, a “Prepayment Notice”) shall specify the Business Day upon which such prepayment shall be made (each such date, a “Prepayment Date”) and may be revoked by Borrower by written notice to Administrative Agent up until and including the Prepayment Date (provided pursuant to clause that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of such revocation), provided that, together with such principal prepayment, Borrower pays: (fA) all accrued and unpaid interest on the applicable portion of the definition of Permitted Acquisition Loan being prepaid to and including the applicable Prepayment Date, (B) all other sums then due and payable by Borrower under the Loan Documents with respect to each Permitted Acquisition to be funded by the proceeds portion of Incremental Advance Loansthe Loan being prepaid, the Administrative Agent shall have five (5C) Business Days to evaluate each if such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does Prepayment Date is not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective a Payment Date, all interest that would have accrued on the Borrower shall have sixty applicable portion of the Loan being prepaid through the last day of the Interest Period within which such Prepayment Date occurs, and (60D) days from contemporaneous with such prepayment of the date of such determination Loan in full (or inabilitya portion thereof, as the case may be, ) Borrower shall also cause the Mortgage Borrower to prepay the remaining balance Mortgage Loan or a corresponding percentage thereof based on the Loan Percentage Share in accordance with the provisions of the Loans outstanding under this Agreement and all other Obligations in fullMortgage Loan Agreement. The If the Minimum Multiple has not been satisfied as of the date of final repayment of the Loan, Borrower’s final prepayment or repayment of the Loan in full shall, in addition to all amounts required above, include the amount necessary to satisfy the Minimum Multiple and such amount shall be distributed by Administrative Agent to the Lenders. Upon receipt of the Obligations a Prepayment Notice pursuant to this Section 4.01(a2.12, Administrative Agent shall promptly (but in no event more than one (1) will not be a Prepayment Event.
(bBusiness Day after Administrative Agent’s receipt of such written notice) The Borrower shall have the right to prepay the remaining balance notify each Lender of the Loans outstanding under this Agreement, in whole or in part, on the following terms contents thereof and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche Lender’s ratable share of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding andprepayment. Except as otherwise provided above, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment no portion of the Loans pursuant to Section 4.01(b), the amounts prepaid Mezzanine Loan shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of prepaid until the Agents and the Lenders under the Credit Documents until paid Loan has been repaid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (NRI Real Token Inc.)
Voluntary Prepayments. (ai) Following receipt of all of the information to be provided pursuant Subject to clause (fii) below, the Borrower may at any time, and from time to time, prepay all or any portion of the definition outstanding principal amount of Permitted Acquisition with respect to each Permitted Acquisition to be funded any Advance under the FFB Note, upon prior submission of a Prepayment Election Notice by the proceeds of Incremental Advance Loans, Borrower to DOE and FFB (with a copy to the Administrative Agent shall have five Collateral Agent) not less than ten (510) Business Days or, for a prepayment in full, thirteen (13) Business Days prior to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (Intended Prepayment Date in accordance with the terms hereof and the Administrative Agent shall FFB Note.
(ii) The Advances may only be deemed prepaid under clause (i) above if either such prepayment includes prepayment in full of all outstanding Advances and all other Secured Obligations under all Tranches, or if in part as follows:
(A) to have confirmed the undertaking of extent that such syndication if it does not otherwise notify Parent prepayment is made prior to the expiration of the Availability Period for the Relevant Tranche, (1) such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment includes prepayment in full of all outstanding Advances and all other FFB Note Obligations with respect to such Tranche, or (2) such prepayment includes a partial prepayment of the outstanding Advances and other FFB Note Obligations pursuant with respect to this Section 4.01(a) will not be a Prepayment Event.such Tranche; provided that DOE has provided its prior written consent and the remaining Guaranteed Loan Commitment Amount is reduced to zero (0); or
(bB) The Borrower shall have to the right to prepay extent such prepayment is made after the remaining balance expiration of the Loans outstanding under this AgreementAvailability Period for the Relevant Tranche, in whole or in partthe Borrower has demonstrated to the satisfaction of DOE that, on the immediately following terms and conditionssuch prepayment:
(i1) each Reserve Account has been fully funded to its required balance in accordance with the Accounts Agreement;
(2) if the Line Commercial Operation Date of the Relevant Line has not yet occurred, the Line Commercial Operation Date of such Relevant Line is expected to occur on or before the corresponding Line Commercial Operation Longstop Date, and the total funding committed and available to the Borrower for such Line is sufficient to pay all remaining Pre-Completion Costs related to construction of such Line in accordance with the then-applicable Project Budgets and Plans and Base Case Financial Model; and
(3) the Borrower shall give total funding available to the Administrative Agent written notice (Project is sufficient to pay all O&M Expenses in accordance with the then-applicable Annual Plan and Base Case Financial Model, in each case, no Default or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and has occurred, is continuing or could reasonably be continuing at both the time of such notice and the time expected to occur as a result of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Loan Guarantee Agreement (Eos Energy Enterprises, Inc.)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent Prepayments under this Section 6.2 shall be deemed subject to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the each Borrower shall give the Administrative Agent at the Notice Office at least twenty (20) Business Days’ prior written irrevocable notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) prepay the Loans owed by it and the aggregate principal amount of such the prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; );
(ii) each prepayment of any Loan may only be made pursuant to this Section 6.2 on the last day of an Interest Period applicable thereto, unless the relevant Borrower pays all amounts owing under Section 2.12 as a result of prepaying such Loan on a day other than the last day of the Interest Period applicable thereto;
(iii) the aggregate notional amount under the Required Hedging Agreements in respect of the risk of interest rate fluctuations with respect to the Loans shall be adjusted in connection with any such prepayment so that they do not exceed the aggregate outstanding principal amount of Loans after giving effect to such prepayment, and the relevant Borrower shall pay all amounts resulting from such adjustments and any other amounts owing under any Required Hedging Agreements as a result of prepayment; and
(iv) such prepayment by either Borrower and all other amounts required to be paid under this Section 6.2 or otherwise in connection with such prepayment shall be made solely from amounts in such Borrower’s Offshore Distribution Account or from the proceeds of Permitted Capital Contributions or, in the case of any partial prepayment, from other sources of funds the advancing of which to such Borrower is consented to in writing by the Lenders (for the avoidance of doubt, no such consent from the Lenders will be required for the advancing of funds from other sources in the case of prepayment in full).
(b) Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time after the First Disbursement Date at its discretion, subject to the conditions in Section 6.2(a) and to the following additional conditions:
(i) such prepayment shall be in an aggregate principal amount equal to of at least $10,000,000 (or an integral multiple of $1,000,000 in excess thereof); and
(ii) such prepayment shall (x) in the case of a prepayment by Amaralina Star Ltd. of the Loans owed by it, (A) with respect to first be allocated pro rata among the 2020 Amaralina Star Bank Tranche Loans and the 2021 LoansAmaralina Star MTI Tranche Loans in proportion to their respective principal amounts outstanding and (B) then be applied to reduce the Amaralina Star Scheduled Bank Tranche Principal Payments and Amaralina Star Scheduled MTI Tranche Principal Payments in inverse order of their due dates, and (y) in the case of a prepayment by Laguna Star Ltd. of the Loans owed by it, (A) first be allocated pro rata among the Laguna Star Bank Tranche Loans and the Laguna Star MTI Tranche Loans in proportion to their respective principal amounts outstanding and (B) then be applied to reduce the Laguna Star Scheduled Bank Tranche Principal Payments and Laguna Star Scheduled MTI Tranche Principal Payments in inverse order of their due dates; and
(iii) each Borrower shall pay to MTI a handling fee of five thousand Dollars ($20,000,000 or5,000) in respect of any prepayment of the MTI Tranche Loans owed by such Borrower; and
(iv) in connection with any prepayment of MTI Tranche Loans by either Borrower pursuant to this Section 6.2 (including pursuant to Section 2.15), such Borrower shall pay to MTI a prepayment fee equal to: (1) if lesssuch prepayment is made on or before the date that is one (1) year after the date of the initial Disbursement of the MTI Tranche Loans being prepaid, 0.25% of the entire aggregate principal amount of such Loan then outstanding and, the MTI Tranche Loans being prepaid; (B2) with respect to if any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only is made at any time after the date that is one (1) year after the date of the initial Disbursement of the MTI Tranche Loans being prepaid but on or before the date that is two (2) years after the date of the first disbursement of the MTI Tranche Loans being prepaid, 0.17% of the aggregate principal amount of the MTI Tranche Loans being prepaid; (3) if any such prepayment is made at any time after the date that is two (2) years after the date of the initial Disbursement of the MTI Tranche Loans being prepaid but on or before the date that is three (3) years after the date of the initial disbursement of the MTI Tranche Loans being prepaid, 0.08% of the aggregate principal amount of the MTI Tranche Loans being prepaid; provided that no prepayment fee shall be made on due by either Borrower in connection with a voluntary prepayment of MTI Tranche Loans pursuant to this Section 6.2 after the last Business Day date that is three (3) years after the date of a calendar monththe initial Disbursement of the MTI Tranche Loans being prepaid; provided further that if the MTI Tranche Loans are refinanced pursuant to terms acceptable to GIEK, MTI and the Borrowers pursuant to Section 6.4(b), MTI shall have the right to establish new fees in respect of the prepayment of MTI Tranche Loans in its sole discretion.
(c) With respect In the circumstances described in Section 2.15, each Borrower shall have the right to prepay in whole the Loans owed by it subject to such circumstances, without premium or penalty, subject to the conditions in Section 6.2(a) and Section 6.2(b).
(d) In the event any of the circumstances described in Section 7.1(p) occur and some but not all of the Lenders consent to waiving the Event of Default thereunder, each prepayment Borrower shall have the right to prepay in whole all (and not less than all) of the Loans pursuant owed by it of Lenders that do not consent to Section 4.01(b)such waiver, the amounts prepaid shall be appliedwithout premium or penalty, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, subject to the outstanding principal on conditions in Section 6.2(a).
(e) In the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer event either Borrower is unable to (i) to refinance the Tranche or Tranches selected by the Borrower Loans in part or (ii) if obtain consent of the Lenders required by Section 5.3(a)(v) to redomicile to another jurisdiction or transfer their rights and obligations, because some but not all of the Lenders consent to such action, the relevant Borrower made no shall have the right to prepay in whole all (and not less than all) of the Loans owed by it of Lenders that do not consent to such selectionaction, first without premium or penalty, subject to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansconditions in Section 6.2(a).
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Voluntary Prepayments. (a) Following receipt Subject to the remaining provisions of all this Clause 14.1 (Voluntary Prepayments), any Borrower may prepay any Advance (other than a Facility C Advance) or any part thereof provided that the Agent has received not less than five Business Days’ irrevocable prior written notice from the Obligors’ Agent of the information to be provided pursuant to clause (f) proposed date and amount of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (prepayment and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditionsprovided that:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) any partial prepayment of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall a Term Advance must be in an amount equal to at least which reduces that Term Advance by a Sterling Amount of £5,000,000 or a higher integral multiple of £1,000,000;
(Aii) with respect to any partial prepayment of a Revolving Facility Advance must be in an amount which reduces the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount Revolving Facility Advance by a Sterling Amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan £500,000 or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and a higher integral multiple of £500,000;
(iii) such prepayment shall be applied in accordance with Clause 14.8 (Prepayments: Order of Application);
(b) Prior to the repayment, prepayment and / or cancellation in full of Facility A, Facility B, the Revolving Facility and the Ancillary Facilities, (i) the Facility C Borrower may only be made on not voluntarily prepay Facility C and (ii) the last Business Day Facility C Lenders shall have no rights or claims under Clause 14.1(a) and Clause 14.8 (Prepayments: Order of a calendar month.Application);
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b)Once Facility A, Facility B, the amounts prepaid shall be appliedRevolving Facility, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid Ancillary Facilities have been repaid, prepaid and/or cancelled in full, secondthe Facility C Borrower may prepay the Facility C Advance or any part thereof;
(d) Notwithstanding Clause 14.1(c) above, to any accrued and unpaid interest on no voluntary prepayment of Facility C shall be made within the Loans on first year from the Pxxxxxx Closing Date. If a ratable basis until paid in full and third, voluntary prepayment is made of Facility C within the second year of the Pxxxxxx Closing Date the Borrower shall pay to the outstanding principal on Agent a prepayment fee of 2% of Facility C being so prepaid for the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time benefit of the applicable notice relevant participating Lenders in Facility C and if a prepayment is made during the time third year following the Pxxxxxx Closing Date the prepayment fee shall be 1% of the applicable prepayment, the references to the Loans in the immediately preceding sentence Facility C being so prepaid. Thereafter there shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made be no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansprepayment fee.
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Voluntary Prepayments. (ai) Following receipt Subject to the terms of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loansthis Section 2.5(a), the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent and, at any time prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective First Lien Termination Date, subject to obtaining the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance prior written consent of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full First Lien Agent, Borrowers may prepay to Agent, for the ratable benefit of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have Lenders, the right to prepay the remaining balance outstanding principal amount of the Loans outstanding under this AgreementTerm Loans, in whole or in part, on at any time.
(ii) If Borrowers elect to make any prepayment of the following terms and conditions:
Term Loans pursuant to this Section 2.5(a), Administrative Borrower shall give irrevocable notice of such prepayment to Agent not less than ten (10) Business Days prior to the date such prepayment is to be made, specifying (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent date on which such prepayment is to make such prepaymentbe made, (Bii) the amount of such prepayment, (iii) the amount of accrued interest applicable to such prepayment and (Civ) if no Event of Default shall have occurred and be continuing that, at both any time prior to the time of such notice and the time of such prepaymentFirst Lien Termination Date, the Tranche First Lien Agent’s prior written consent thereto has been obtained. Such notice shall be accompanied by a certificate of an Authorized Officer of Administrative Borrower stating that such payment is being made in compliance with this Section 2.5(a). Notice of prepayment having been so given, the aggregate principal amount of the Term Loans it would like so specified to prepaybe prepaid, no later than 5:00 p.m. thirty together with accrued interest thereon, shall be due and payable on the prepayment date set forth in such notice.
(30iii) calendar days prior theretoSubject to Section 2.4, which any voluntary partial prepayment with respect to the Term Loans shall promptly be transmitted by applied in the Administrative Agent to each following order of priority of the relevant Lenderspayment of: (i) any and all Obligations that are due and owing pursuant to the terms of the Loan Documents, as except the case may beprincipal balance of the Term Loans and accrued and unpaid interest thereon; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the principal balance of the Term Loans on a ratable basis then due and owing; and (iii) the principal balance of the Term Loans, which shall be applied to the scheduled installments thereof in inverse order of maturities until paid in full and third, full.
(iv) All prepayments made pursuant to the outstanding principal this Section 2.5(a) shall be designated as a prepayment pursuant to this Section 2.5(a) on the Loans on a ratable basis until the Loans are paid in fullapplicable wire. If no Event The amount of Default shall have occurred and be continuing at both the time any partial prepayment of the applicable notice and the time principal balance of the applicable prepaymentTerm Loans shall not be less than $500,000 or, the references to the Loans if in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selectionexcess thereof, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansin integral multiples of $100,000 in excess thereof.
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Voluntary Prepayments. (a) Following receipt of all of the information to be Except as otherwise provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loansherein, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance Loan in whole or in part prior to the Payment Date occurring in November, 2003 (the "Lockout Period"). On any Payment Date occurring after the xxxxxxxxxx xx xxx Xxxxxxx Xxxxod, Borrower may, at its option, prepay the Loan in whole, but not in part, upon satisfaction of the Loans outstanding following conditions:
(a) Borrower shall provide prior written notice to Lender specifying the date (the "Prepayment Date") upon which the prepayment is to be made, which notice shall be delivered to Lender not less than thirty (30) Business Days prior to such payment;
(b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) if such prepayment occurs prior to the Payment Date occurring in May, 2004 (the "Open Date"), a prepayment premium equal to one percent (1%) of the original principal amount of the Loan, (ii) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment (the "Interest Shortfall"), (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii); and (iv) all other sums then due under this Agreement, in whole the Note or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such other Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.Documents;
(c) With respect to each prepayment Mezzanine Borrower simultaneously prepays the Mezzanine Loan in accordance with the provisions of the Loans pursuant to Section 4.01(b), Mezzanine Loan Agreement; and
(d) Junior Mezzanine Borrower simultaneously prepays the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses Junior Mezzanine Loan in accordance with the provisions of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansJunior Mezzanine Loan Agreement.
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Voluntary Prepayments. (a) Following receipt of all of Borrower may, at its option, prepay the information Debt in full or in part at any time and from time to be provided pursuant to clause time; provided, that, (fi) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have Borrower gives Lender not less than five (5) days prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (ii) if such prepayment occurs following a Rated Securitization of any portion of the Loan and is made during the Interest Shortfall Period, Borrower shall pay to Lender the Interest Shortfall, if any, estimated by Lender to be due in connection with such prepayment, provided, that (1) in the event a portion (but not all) of the Loan is subject to such Rated Securitization, the Interest Shortfall shall only be payable with respect to such portion of the Loan that is subject to such Rated Securitization, and (2) once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(a), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(a), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (iii) Borrower pays Lender, in addition to evaluate each such Permitted Acquisition the portion of the Outstanding Loan Amount to determine whether it will undertake syndicating be prepaid, (A) all interest which would have accrued on the Incremental Advance Commitments amount of the Debt to fund such Permitted Acquisition(sbe prepaid through and including (without duplication of any Interest Shortfall paid by Borrower) (and x) if such prepayment occurs with respect to any portion of the Administrative Agent shall be deemed Loan that is not subject to have confirmed a Rated Securitization, the undertaking date on which such prepayment is made or (y) if such prepayment occurs with respect to any portion of such syndication if it does not otherwise notify Parent prior the Loan that is subject to a Rated Securitization, the last day of the Interest Period related to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from Payment Date next occurring following the date of such determination or inabilityprepayment, as or, if such prepayment occurs on a Payment Date, interest which would have accrued on the case may be, to prepay the remaining balance amount of the Loans outstanding Debt to be prepaid through and including the last day of the Interest Period related to such Payment Date (all such interest payable under this Agreement and clause (A), the “Additional Interest”); (B) (I) all other Obligations sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in fullconnection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (C) subject to Section 2.4.1(b), if such prepayment occurs prior to the Open Prepayment Date and such prepaid amount is in excess of the Free Prepayment Amount, any Spread Maintenance Premium then due and payable on the amount of such excess over the Free Prepayment Amount. The Notwithstanding anything to the contrary contained in this Section 2.4.1(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in full 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 the Obligations pursuant to this Section 4.01(a) will not be a such Prepayment EventNotice, including any applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees.
(b) The Notwithstanding the other provisions of this Section 2.4.1, at any time and from time to time after the Closing Date, including prior to the Open Prepayment Date, Borrower shall have the right to may prepay the remaining balance a portion of the Loans outstanding under this AgreementLoan in an aggregate amount up to $885,000,000.00 (the “Free Prepayment Amount” and each such prepayment, in whole an “Initial 30% Prepayment”) without being obligated to pay a Spread Maintenance Premium or in partother prepayment penalty, on the following terms and conditions:
premium or charge, provided (i) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.4.1(a), (ii) if such prepayment occurs with respect to any portion of the Loan that is subject to a Rated Securitization of the Loan and is made during the Interest Shortfall Period, Borrower shall give pay to Lender the Administrative Agent written notice (or telephonic notice promptly confirmed Interest Shortfall with respect to such portion of the Loan subject to a Rated Securitization, if any, estimated by Lender to be due in writing) of (A) its intent to make connection with such prepayment, provided, that once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (Bx) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(b), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(b), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loansdeficiency; and (iii) Borrower pays Lender, in addition to the portion of the Outstanding Loan Amount to be prepaid, (A) Additional Interest and (B) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment may only includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment. Notwithstanding anything to the contrary contained herein, any Casualty/Condemnation Prepayment, prepayments of the Loan made on in connection with the last Business Day terms and conditions of Section 2.4.2 hereof or prepayments of the Loan made in connection with a Default Release and/or a Ground Lease Default Release, each in accordance with the terms and conditions hereof, shall not constitute an Initial 30% Prepayment and shall not count toward the Free Prepayment Amount. In the event of any release of a calendar monthportion of an Individual Property that is not (x) a full Individual Property release subject to Section 2.6.1 hereof or (y) a release of any Release Parcel/Rights subject to Section 2.6.2 hereof, Xxxxxx agrees that consent to such release shall not be conditioned upon a prepayment of the Loan in excess of the lesser of (x) Lender’s Allocation of one hundred percent (100%) of the Net Sales Proceeds derived from the sale of such portion of such Individual Property or (y) the agreed upon release amount for the release of such portion of the Individual Property, unless a greater amount is required to be prepaid in order for the Securitization to maintain its status as a REMIC Trust.
(c) With respect to each Upon receipt by Lender of any (i) voluntary prepayment of the Loans Loan permitted pursuant to Section 4.01(bthe terms of this Agreement, (ii) prepayments of the Loan made in connection with a release of any Individual Property or Release Parcel/Rights (if any) from the Lien of the Mortgage in excess of the Allocated Loan Amount of the applicable Individual Property or Release Parcel/Rights (if any), or (iii) prepayments of the amounts prepaid Loan made in connection with the terms and conditions of Section 2.4.2 hereof in excess of the Allocated Loan Amount of the applicable Individual Property or Release Parcel/Rights (if any), in each case the Allocated Loan Amount for each Individual Property or Release Parcel/Rights (if any) which is then subject to the Lien of the Mortgages shall be appliedreduced on a pro rata basis by the amount of such excess.
(d) Subject to the following sentence, if a Mezzanine Loan is outstanding, the Mezzanine Loan may not be voluntarily prepaid in whole or in part unless there is a simultaneous pro rata prepayment of the Loan and the Mezzanine Loan. Notwithstanding the foregoing and for so long as no Application Event shall have of Default has occurred and is continuing, at the option of Borrower and/or New Mezzanine Borrower, any voluntary prepayments may be continuingapplied by New Mezzanine Borrower to the New Mezzanine Loan in reverse sequential order (i.e., first, to pay any fees and expenses of the Agents and New Mezzanine Loan until the Lenders under the Credit Documents until New Mezzanine Loan is paid in full) in accordance with the New Mezzanine Loan Documents, secondwithout any obligation of Borrower to make a corresponding prepayment of the Loan; provided that the foregoing shall not apply to (i) prepayments made to achieve a Debt Yield Trigger Event Cure, to any accrued and unpaid interest on which shall be made concurrently with a pro rata prepayment of the Loans on a ratable basis until paid in full and third, Loan (which portion of which prepayment applicable to the outstanding principal on Loan shall be applied in accordance with Section 2.4.4 hereof) and the Loans on New Mezzanine Loan, (ii) prepayments made from Excess Cash Flow Reserve Funds, which shall be made concurrently with a ratable basis until pro rata prepayment of the Loans Loan under this Agreement and the New Mezzanine Loan under the New Mezzanine Loan Agreement (provided however, if such prepayments are paid in fullan amount in excess of the amount necessary to achieve a Debt Yield Trigger Event Cure and a Cash Sweep Event has not otherwise occurred and is not continuing, then such prepayments in excess of the amount necessary to achieve such Debt Yield Trigger Event Cure may be applied by a New Mezzanine Borrower to the New Mezzanine Loan in reverse sequential order) and (iii) prepayments in connection with a release of any Property from the Lien of the Mortgage (which portion of such prepayment applicable to the Loan shall be applied in accordance with Section 2.4.4 hereof). If Provided no Event of Default is continuing, nothing herein or in any other Loan Document shall have occurred and be continuing prohibit New Mezzanine Borrower from prepaying at both the time a discount all or any portion of the applicable notice New Mezzanine Loan subject to and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansaccordance with Section 10.33 hereof.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in partpart from time to time without premium or penalty (other than the costs described in Section 3.5, if applicable) on the following terms and conditions:
(ia) the The applicable Borrower shall give the Administrative Agent written notice at its Notice Address (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans to it, whether such prepaymentLoans are Term Loans, (B) Multicurrency Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to the Administrative Agent by 12:00 noon (CNew York City time) if no Event at least 3 Business Days prior in the case of Default shall have occurred Eurocurrency Loans, at least 1 Business Day prior in the case of Base Rate Loans and be continuing at both by 11:00 a.m. (New York City time) in the time case of Swing Line Loans on the date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; ;
(iib) each such partial prepayment of any Borrowing shall be in an a principal amount at least equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 Minimum Borrowing Multiple or, if less, the entire principal amount thereof then outstanding; provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Loan then outstanding andBorrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
(c) Eurocurrency Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5;
(d) each prepayment in respect of any Borrowing of Multicurrency Revolving Loans shall be applied pro rata among the Multicurrency Revolving Loans comprising such Borrowing; provided, (B) with respect however, that such prepayment shall not be applied to any Initial Restatement Advance Loan Multicurrency Revolving Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans then outstanding;
(e) each voluntary prepayment of Term Loans pursuant to this Section 4.3 shall be applied as directed by the applicable Borrower to any or Incremental Advance Loanall of the remaining Scheduled Term Repayments of any or all of the Term Facilities (in the amounts designated by such Borrower); provided that in the absence of direction from the applicable Borrower, $5,000,000 and $1,000,000 increments the Administrative Agent shall apply such prepayment to the remaining Scheduled Term Repayments in excess thereofdirect order of maturity on a pro rata basis across all Term Facilities; and
(f) each notice of prepayment shall be irrevocable; provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or any other financing, and (C) sale or other transaction. The notice provisions, the provisions with respect to the Second Incremental Term Loansminimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount and increments set forth in the Joinder Agreement of this Section 4.3 are for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment benefit of the Loans pursuant to Section 4.01(b), the amounts prepaid shall Administrative Agent and may be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected waived unilaterally by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, without penalty or fee except as otherwise provided in this Agreement, from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, (B) Revolving Loans or Swingline Loans, the amount of such prepayment and (Cin the case of Eurodollar Loans) if no Event the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower at least two Business Days prior to (or in the case of Default shall have occurred and be continuing at both Swingline Loans prior to 12:00 Noon (New York Time) on) the time of such notice and the time date of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which notice shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may beBanks (except in respect of Swingline Loans); (ii) each such partial prepayment of any Borrowing shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding andat least $2,000,000 (or, (B) with in respect to of a partial prepayment of any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Borrowing of Swingline Loans, in such lesser principal amount as may be satisfactory to BTCo), provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount and increments set forth of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; (iv) Eurodollar Loans may be designated for prepayment pursuant to this Section 4.1 only on the Joinder Agreement for last day of the Second Incremental Term LoansInterest Period applicable thereto; and (iiiv) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Term Loans pursuant to this Section 4.01(b)4.1 shall be applied to reduce the remaining Scheduled Repayments of the Term Loans in inverse order of maturity; provided that notwithstanding the foregoing, the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, Borrower may elect to pay any fees and expenses apply repayments of Term Loans pursuant to this Section 4.1 to the Agents and the Lenders under the Credit Documents until paid in full, second, next two Scheduled Repayments which are scheduled (without giving effect to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, prior reductions to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (iScheduled Repayments) to be made after the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no date of such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansprepayment.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, in whole or in part, without penalty or premium except as otherwise provided in this Agreement from time to time on the following terms and conditions:
(i) the Borrower shall give provide written notice to the Administrative Agent written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Loans, (B) the amount of such prepayment, whether such prepayment is being made in respect of Revolving Loans or Term Loans, and, in the case of Eurodollar Loans, the specific Loans to which such prepayment is to be made, which notice shall be provided prior to 12:00 noon (Boston, Massachusetts time) (x) at least one (1) Business Day prior to the date of such prepayment in the case of Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (Cz) if no Event of Default shall have occurred and be continuing at both least three (3) Business Days prior to the time date of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as prepayment in the case may be; of Eurodollar Loans and (ii) each such prepayment shall be in an aggregate principal amount equal to of at least ONE MILLION AND NO/100 DOLLARS (A$1,000,000.00) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if lessthe then outstanding principal amount of the Loans of the Class being prepaid are less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), such remaining principal amount; provided, that no partial prepayment of any Eurodollar Loan shall reduce the entire remaining aggregate outstanding principal amount of such Eurodollar Loan then outstanding andto an amount which is less than the minimum borrowing amount applicable under this Agreement for Eurodollar Loans. The Administrative Agent shall promptly notify each Lender of any such intended prepayment. Upon receipt by the Administrative Agent, (B) with respect any such prepayment shall be applied pro rata among the Loans of each of the Lenders being prepaid; provided, however, that such prepayment shall not be applied to any Initial Restatement Advance Loans of a Defaulting Lender, until such time as the proportion that such Lender's Unused Revolving Loan Commitment or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect Unused Term Loan Commitment bears to the Second Incremental Total Revolving Loan Commitment Amount or Total Term LoansLoan Commitment, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b)as applicable, the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, is equal to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references proportion that such Lender's Revolving Loan Commitment or Term Loan Commitment bears to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche Total Revolving Loan Commitment Amount or Tranches selected by the Borrower or (ii) if the Borrower made no such selectionTotal Term Loan Commitment Amount, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansas applicable.
Appears in 1 contract
Samples: Term Loan and Acquisition Credit Agreement (Alarmguard Holdings Inc)
Voluntary Prepayments. Voluntary prepayments of borrowings under the Term Facility will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty (a) Following receipt of all subject to the premium described in the next two sentences), subject to reimbursement of the information to be provided pursuant to clause (f) Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR loans other than on the last day of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day relevant interest period). In the event that, within six (6) months of the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Closing Date, the Borrower Term Facility is refinanced, repaid or repriced in connection with a Repricing Event (as defined below), such prepayment, refinancing or repricing shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance be made at 101% of the Loans outstanding under this Agreement and all other Obligations in fullprincipal amount prepaid, refinanced or repriced. The “Repricing Event” means (i) any prepayment in full or re-payment of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementTerm Loans, in whole or in part, on with the following terms proceeds of, or conversion of such Term Loans into, any new or replacement tranche of syndicated bank financings bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and conditions:
OID, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (ii) any amendment to the Term Loans which reduces the “effective yield” applicable to the Term Loans (and any assignment pursuant to the “yank-a-bank” provisions in connection therewith), in the case of each of clauses (i) and (ii), solely to the Borrower shall give extent the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount primary purpose of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lendersreplacement or amendment, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected reasonably determined by the Borrower in good faith, is to reduce the “effective yield” on the Term Loans. Notwithstanding the foregoing, no such fee shall be payable if such Repricing Event relates to new or (ii) if replacement loans incurred in connection with a change of control. All voluntary prepayments under the Term Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower made no such selectionand as between the Term Facility and any Incremental Facility, first to as directed by the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansBorrower.
Appears in 1 contract
Samples: Commitment Letter (Staples Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance any or all of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay, (B) the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (CNew York City time) if no Event of Default shall have occurred and be continuing at both least three Business Days prior to the time date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; (ii) each such partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount equal to of at least $1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (Aiii) Eurodollar Loans may only be prepaid pursuant to this Section 4.2 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Commitment Percentage of all Loans then outstanding. The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment, and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding andthis Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed amendments, (B) changes, supplements, waivers, discharges or terminations with respect to any Initial Restatement Advance Loan or Incremental Advance Loanthis Agreement which have been approved by the Majority Lenders as provided in Section 11.1(b), $5,000,000 and $1,000,000 increments in excess thereofBorrower shall have the right, and upon five (C5) with respect Business Days’ prior written notice to Agent (which notice Agent shall promptly transmit to each of the Second Incremental Term Lenders), to repay all Loans, the amount together with accrued and increments set forth unpaid interest, fees and all other amounts due and owing to such Lender in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to accordance with said Section 4.01(b11.1(b), the amounts prepaid shall be applied, so long as no Application Event (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 11.1(b) in connection with the repayment pursuant to this clause (b) shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Samples: Second Amendment and Restatement Agreement (BMC Industries Inc/Mn/)
Voluntary Prepayments. (a) Following receipt of all of the information to The Term Loans will be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreementvoluntarily prepayable at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except breakage costs). Negative Covenant Changes: Will be set at levels no less restrictive on the following Borrower than provided under the terms of the New Debt Financing. Upfront Fee: The Lenders of the Term Loans will be entitled to an upfront fee of 2.00% of the principal amount of Term Loans held thereof by such Lender on the Closing Date, and conditions:
shall receive such fee in the form of an increase in principal amount of the Term Loans. SUPPORT AGREEMENT LOCKUP PERIOD: From the date of the Lockup and Support Agreement until September 15, 2015. WARRANTS The Borrower will issue detachable warrants (the “Warrants”) ratably to the Lenders representing the right to purchase in aggregate up to 5% of the equity of Euramax Holdings, Inc. (“Holdings”) on a fully diluted basis (after giving effect to the exercise of the Warrants and to the exercise and conversion of all other outstanding securities and options and including all shares reserved for future issuance under any stock option and similar plan and including any shares, options or otherwise issued or issuable to the incoming CEO and to any other members of management during the term of the warrant).The Warrants will have a nominal exercise price of $0.01 per share. Warrants may be exercised at the option of the holder on a cashless basis.The Warrants will expire ten (10) years from the date of issuance.The Warrants will contain mutually agreeable anti-dilution provisions, put rights, tag-along rights and drag-along rights. BOARD SEAT SoundPoint shall have the right to designate one individual (the “SP Director”) to serve, and who shall be elected, as a member of the Board of Directors of Holdings (the “Holdings Board”), effective as of the Closing Date and who shall have the same rights, duties and protections as a director as the other members of the Holdings Board. The SP Director shall be entitled to serve on the Holdings Board for an initial period that begins on the Closing Date and ends on the later of (i) the Borrower shall give date that is the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche two-year anniversary of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; Closing Date and (ii) the date of Holdings’ 2017 annual meeting of stockholders, with such initial period eligible to be extended beyond that two-year anniversary date and for additional one-year terms thereafter, in each case subject to the requisite approval of Holdings’ stockholders; provided, however that the SP Director shall resign from the Holdings Board and SoundPoint’s foregoing board designation right shall terminate permanently if at any time SoundPoint owns or controls directly or indirectly less than either (x) 87.5% of the aggregate amount of the Term Loan owned or controlled by SoundPoint or its affiliates on the Closing Date or (y) 90% of the aggregate amount of shares of the capital stock of Holdings owned or controlled by SoundPoint or its affiliates on the Closing Date as a result of sales or transfers of shares of Holdings capital stock by SoundPoint or its affiliates to unaffiliated third parties. SoundPoint shall have the right to nominate a replacement to serve as the SP Director during the initial two-year period and any subsequent terms approved as set out above in the event that the individual nominated as the SP Director is no longer able to serve on the Holdings Board during such prepayment periods. SoundPoint’s board designation right shall be in an amount equal personal to at least (A) with respect to the 2020 Loans SoundPoint and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect may not be transferred or assigned to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthparty.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, For so long as no Application Event shall the SP Director continues to serve on the Holdings Board in accordance with the foregoing right, SoundPoint will waive any rights it may have occurred and be continuing, first, to pay any fees and expenses designate one or more members of the Agents and the Lenders Holdings Board under the Credit Documents until paid terms of Holdings’ Stockholders Agreement dated June 29, 2009. In the event that the SP Director is no longer entitled to serve in fullaccordance with the foregoing, secondthen such waiver shall automatically terminate, and SoundPoint shall be entitled to any accrued and unpaid interest on the Loans on all rights to designate a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time member of the applicable notice Holdings Board as may be provided to stockholders of Holdings in accordance with the terms and the conditions of such Stockholders Agreement as in effect from time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loanstime.
Appears in 1 contract
Samples: Lockup and Support Agreement (Euramax Holdings, Inc.)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Each Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreementmade to such Borrower, without premium or penalty (other than amounts payable pursuant to Section 2.12), in whole or in part, at any time and from time to time on the following terms and conditions:
(i) the such Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of (A1) its intent to make prepay such prepaymentLoans, (B2) whether Term Loans, Dollar Revolving Loans or Canadian Revolving Loans shall be prepaid, (3) the amount of such prepayment and the Types of Loans to be prepaid and (C4) if no Event in the case of Default Eurodollar Loans, the specific Borrowing or Borrowings to be prepaid. Such notice shall have occurred and be continuing given by such Borrower prior to 12:00 Noon (local time where the respective Payment Office is located) at both least one Business Day prior to the time of such notice and the time date of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as Lenders with Loans of the case may be; respective Tranche and Type;
(ii) each such prepayment shall be in an aggregate principal amount at least equal to at least (A) $1,000,000 or, in the case of Canadian Revolving Loans, Canadian Revolving Loans having a Dollar Equivalent of $1,000,000 for the applicable Tranche and Type of Loans, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for such Tranche and Type of Loans, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and shall be converted to Base Rate Loans and any election of an Interest Period with respect thereto shall have no force or effect;
(iii) prepayments of Bankers' Acceptance Loans may not be made prior to the 2020 maturity date of the respective Bankers' Acceptances;
(iv) each prepayment in respect of any Loans and the 2021 made pursuant to a Borrowing shall be applied pro rata among such Loans, $20,000,000 orprovided that until the date on which the amount giving rise to a Lender Default of the applicable Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 5.01, if lessSection 5.02 or by a combination thereof), any prepayment in respect of Loans shall not be applied to any Loan of a Defaulting Lender; and
(v) each voluntary prepayment of Term Loans pursuant to this Section 5.01 shall apply to reduce the entire principal amount of such the Term Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made due on the last Business Day of a calendar monthMaturity Date.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Host Marriott L P)
Voluntary Prepayments. (a) Following receipt Provided no Event of all Default exists, at any time prior to the Maturity Date, Borrowers may voluntarily prepay any portion of the information Loans provided, however, at all times the Property must be comprised of at least ten (10) Assets which are Securitizable Assets. Each prepayment by Borrowers shall be subject to be provided pursuant to clause (f) the satisfaction of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) following conditions precedent (and the Administrative Agent shall be deemed to have confirmed conditions precedent set forth in Section 2.2.1 if such prepayment is in connection with the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:Resized Loans):
(i) the Borrower Unless Borrowers shall give the have delivered to Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent the Resizing Date Notice pursuant to make Section 2.2.1. with respect to such prepayment, (B) the amount of such prepayment and (C) if no Event of Default Borrowers shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later provide not less than 5:00 p.m. thirty (30) calendar days prior theretowritten notice to Administrative Agent (which notice shall be irrevocable except as hereinafter provided in this Section 2.
3.1) specifying a regularly scheduled payment date on which the prepayment is to occur; provided, however, prior to the date which is ten (10) days before the date for prepayment specified by Borrowers in such notice, Borrowers shall be permitted to revoke such notice and if so revoked such notice shall not accelerate the Maturity Date; such notice shall indicate the principal amount of the Domestic Notes and/or Canadian Notes to be prepaid and shall list the Assets, if any, which shall promptly be transmitted by the Administrative Agent to each either or both of the relevant Lenders, as Borrowers request the Secured Parties release from the Lien of a Mortgage (or in the case may be; of a Special Asset, from a Negative Pledge) pursuant to Section 2.4 hereof;
(ii) each such prepayment shall be in an amount equal to at least (A) Together with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding andthe Notes which is being prepaid, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect Borrowers shall pay to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any Lender all accrued and unpaid interest on the Loans principal balance of the Notes held by such Lender thereon to but not including the regularly scheduled payment date on a ratable basis until which the prepayment is to occur (the "PREPAYMENT DATE") and shall pay to Lenders the Repayment Premium with respect thereto; provided, however, that no Repayment Premium (other than Losses and Gains) shall be required to be paid in full and thirdconnection with a Special Asset Early Repayment or an Additional Advance Early Prepayment. If for any reason the Prepayment Date is not a regularly scheduled payment date, to the outstanding principal Borrowers shall also pay interest that would have accrued on the Loans on Notes through the next regularly scheduled payment date;
(iii) Borrowers shall pay to each Lender all other sums, not including scheduled interest or principal payments, due under the Notes, this Agreement, the Mortgage and the other Loan Documents;
(iv) Borrowers shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3(a) and, if applicable, 2.4 have been satisfied;
(v) Borrowers shall deliver such other certificates, documents or instruments as Administrative Agent and Lenders may reasonably request;
(vi) Borrowers shall pay all reasonable out-of-pocket costs and expenses of Administrative Agent and Lenders incurred in connection with the prepayment, including any costs and expenses associated with a ratable basis until the Loans are paid release of one or more Liens as provided in full. If Section 2.4 hereof as well as reasonable attorneys' fees and expenses; and
(vii) no Event of Default shall have occurred and be continuing at both may exist on the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected Prepayment Date which is not cured by the Borrower or (ii) if the Borrower made no occurrence of such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansprepayment.
Appears in 1 contract
Samples: Loan Agreement (Bristol Hotel Co)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower Borrowers shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Loans or Swing Line Loans, (B) the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrowers to Agent by 12:00 noon (CNew York City time) if no Event (x) on the date of Default shall have occurred prepayment with respect to Revolving Loans and be continuing Swing Line Loans which are Base Rate Loans, (y) at both least one Business Day prior to the time date of such notice prepayment with respect to Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the time date of such prepayment, prepayment with respect to Eurodollar Loans and which notice shall (except in the Tranche case of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, that such prepayment shall not be applied to any Revolving Loans of a Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata Share of all Revolving Loans then outstanding; and (v) in the event that all or any portion of the Term B Loans are prepaid on or before the second anniversary of the Closing Date, such prepayment shall be made at 101% of the principal amount of the Term B Loan repaid. Voluntary prepayments of Term Loans shall be applied first to the unpaid Scheduled Term A Repayments, the Scheduled Term B Repayments and Scheduled Acquisition Repayments due within the 12 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied in proportional amounts equal to the Term A Percentage, Term B Percentage and Acquisition Percentage (in each case, after giving effect to the prepayments made to the unpaid Scheduled Term A Repayments, Scheduled Term B Repayments and Scheduled Acquisition Repayments due within such twelve month period as specified above), as the case may be; (ii) each , of such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 orremaining prepayment, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereofany, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.within each
Appears in 1 contract
Samples: Credit Agreement (Natg Holdings LLC)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right at any time and from time to time to prepay the remaining balance of the Loans outstanding under this Agreementany Borrowing, in whole or in partpart but in each case in the Currency of the original Borrowing, on upon at least three Business Days’ prior written notice in the following terms and conditions:
(i) case of Alternative Rate Loans, or upon at least one Business Day’s prior written notice in the Borrower shall give case of ABR Loans, to the Administrative Agent written notice before 12:00 noon (or telephonic notice New York time) (which will promptly confirmed in writing) of (A) its intent to make such prepaymentnotify each affected Lender); provided, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepaymenthowever, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to that each of the relevant Lenders, as the case may be; (ii) each such partial prepayment shall be in an amount equal to at least that is an integral multiple of the Reduction Multiple and not less than the Reduction Minimum.
(Ab) with respect to Voluntary prepayments of the 2020 Term Loans and the 2021 Incremental Term Loans shall be applied ratably among the outstanding Term Loans and Incremental Term Loans (unless, in the case of any Other Term Loans or Incremental Loans, $20,000,000 the terms thereof provide for less than ratable sharing in any voluntary prepayments of Term Loans hereunder), and then against the remaining scheduled installments of principal due in respect of such Term Loans or Incremental Term Loans in the manner specified by the Borrower or, if less, not so specified on or prior to the entire principal amount date of such Loan then outstanding andvoluntary prepayment, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day direct order of a calendar monthmaturity.
(c) With respect Each notice of prepayment shall be in the form of a Prepayment Notice and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof) to each prepayment of be prepaid, shall be irrevocable and shall commit the Loans pursuant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 4.01(b)2.12(d) and 2.16, the amounts prepaid but otherwise without any premium or penalty. All prepayments under this Section 2.12 shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accompanied by accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, principal amount to be prepaid to but excluding the outstanding principal on date of payment.
(d) If the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to Borrower (i) to the Tranche prepays, refinances, substitutes, converts or Tranches selected by the Borrower replaces any Term Loans in connection with a Repricing Transaction or (ii) if effects any amendment of this Agreement resulting in a Repricing Transaction, in each case, on or prior to the date that is twelve months after of the Closing Date, the Borrower made no such selection, first shall pay to the 2020 LoansAdministrative Agent, second for the ratable account of each of the Lenders holding Term Loans immediately prior to the 2021 consummation of such Repricing Transaction (including each Lender holding Term Loans and then, pro rata, immediately prior to the Initial Restatement Advance consummation of such Repricing Transaction that is a Non-Consenting Lender with respect to such Repricing Transaction and is replaced pursuant to Section 2.21), (A) in the case of clause (i), a repricing premium equal to 101% of the aggregate principal amount of the Term Loans andso prepaid, refinanced, substituted or replaced and (B) in the case of clause (ii), a fee equal to 101% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts (as applicable, the Incremental Advance Loans “Repricing Premium”) shall be due and payable on the Second Incremental Term Loansdate of effectiveness of the applicable Repricing Transaction.
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Voluntary Prepayments. 5.2.1 The Loans may be prepaid from time to time at the option of the Borrower, without penalty or premium; provided, that, subject to Section 5.2.2, such prepayments shall be at par and applied on a Pro Rata basis, and shall be accompanied by payment of any interest or other amount accrued in respect of the amount prepaid.
5.2.2 Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower or any of its Subsidiaries may prepay the outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by Borrower or any of its Subsidiaries) on the following basis:
(a) Following receipt Any Obligor or any of all its Subsidiaries shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 5.2.2.
(i) Any Obligor or any of its Subsidiaries may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent five (5) Business Days’ notice substantially in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the information Obligor or such Subsidiary, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be provided prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) subject to clause (j) below, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. New York City time on the third (3rd) Business Day after the date of delivery of such notice to such Lenders (which date may be extended upon notice by the applicable Obligor or the Subsidiary to the Auction Agent) (the “Specified Discount Prepayment Response Date”).
(ii) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Xxxxxx’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.
(iii) If there is at least one Discount Prepayment Accepting Lender, the relevant Obligor or Subsidiary will make a prepayment of outstanding Loans pursuant to this paragraph (ii) to each Discount Prepayment Accepting Lender on the Discounted Prepayment Effective Date in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (ii) above; provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (with the consent of such Obligor or such Subsidiary and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Obligor or Subsidiary of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Obligor and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Obligor or Subsidiary shall be due and payable by such Obligor on the Discounted Prepayment Effective Date in accordance with clause (f) below (subject to clause (j) below).
(i) Any Obligor or any of its Subsidiaries may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Obligor or such Subsidiary, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the definition relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Permitted Acquisition Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each Permitted Acquisition relevant tranche of Loans willing to be funded prepaid by such Obligor or such Subsidiary (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) subject to clause (j) below, each such solicitation by any Obligor or any of its Subsidiaries shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. New York City time on the third (3rd) Business Day after the date of delivery of such notice to such Lenders (which date may be extended by notice from the Obligor or Subsidiary to the Auction Agent) (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify one or more (but no more than three for any Lender) discounts to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Xxxxxx is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the proceeds Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of Incremental Advance Loansany of its Loans at any discount to their par value within the Discount Range.
(ii) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (with the consent of such Obligor or such Subsidiary and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this Section. The relevant Obligor or Subsidiary agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent within the Discount Range by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii) at the Applicable Discount (each such Lender, a “Participating Lender”)).
(iii) Subject to clause (j) below, if there is at least one Participating Lender, the Administrative relevant Obligor or Subsidiary will prepay the respective outstanding Loans of each Participating Lender on the Discounted Prepayment Effective Date in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (with the consent of such Obligor or such Subsidiary and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall have promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Obligor or Subsidiary of the respective Lenders’ responses to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating solicitation, the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Discounted Prepayment Effective Date, the Borrower shall have sixty Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (60II) days from each Lender of the date Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such determination or inabilityLender to be prepaid at the Applicable Discount on such date, as the case may beand (IV) if applicable, to prepay the remaining balance each Identified Participating Lender of the Loans outstanding under this Agreement Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Obligor or Subsidiary and Lenders shall be conclusive and binding for all other Obligations in fullpurposes absent manifest error. The prepayment payment amount specified in full of such notice to the Obligations pursuant to this Section 4.01(a) will not Obligor or Subsidiary shall be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, due and payable by such Obligor on the following terms and conditions:Discounted Prepayment Effective Date in accordance with clause (f) below (subject to clause (j) below).
(i) Any Obligor or any of its Subsidiaries may from time to time solicit offers for discounted prepayments by providing the Borrower Auction Agent with five (5) Business Days’ notice in substantially the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall give be extended, at the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount sole discretion of such prepayment and Obligor or such Subsidiary, to (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (iix) each such prepayment shall be in an amount equal to at least Lender and/or (Ay) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) each Lender with respect to any Initial Restatement Advance Loan or Incremental Advance LoanClass of Loans on an individual tranche basis, $5,000,000 and $1,000,000 increments in excess thereof, and (CII) with respect to any such notice shall specify the Second Incremental Term Loans, the maximum aggregate amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.the
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Core Scientific, Inc./Tx)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to voluntarily prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, Term Loan in whole or in part, at any time; provided that each of the following conditions is satisfied: Borrower pays to Agent for its benefit and the benefit of Lenders, as applicable, (i) all accrued and unpaid payments of interest with respect to the Term Loan (or portion thereof subject to prepayment) due up to and including the date of prepayment, (ii) the outstanding principal amount of the Term Loan being prepaid, and (iii) to the extent that on any date occurring prior to the Maturity Date that payment or prepayment in full of the Secured Obligations hereunder occurs (or is deemed to have occurred in the case of a Prepayment Event), the Borrower shall pay in full all outstanding Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), which shall include for the avoidance of doubt, the payment, if applicable, of any Prepayment Premium, and Applicable Exit Fee and Exit Fee 2024. Term Loans bearing interest based on the following terms Base Rate may be prepaid with same-day written notice, which is received by the Agent no later than 11:00 a.m. New York time on a Business Day, subject to the applicable Prepayment Premium, and conditions:any Applicable Exit Fee and/or Exit Fee 2024, as applicable.
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such Each prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like outstanding Term Loan pursuant to prepay, no later this Section 2.6 (other than 5:00 p.m. thirty Section 2.6(a)(viii) due to Permitted Equity Issuances under clause (30f)) calendar days prior thereto, which shall promptly be transmitted by applied to the Administrative Agent principal repayment installments thereof in indirect order of maturity on a pro rata basis with accrued interest and fees pursuant to each of Section 2.7. Such prepayments shall be paid to the relevant Lenders, as the case may be; Lenders in accordance with their Pro Rata Percentage.
(ii) each such Each prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid 2.6(a)(viii) due to Permitted Equity Issuances under clause (f) shall be applied, so long as no Application Event shall have occurred and be continuing, first, applied first to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the 2023 Term Loans and, the 2024 Term Loans and the JS Loans, as applicable, on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loanspro rata basis, second to the 2021 Loans and then, pro rata, to principal repayment installments of the Initial Restatement Advance 2023 Term Loans and, the Incremental Advance 2024 Term Loans and the Second Incremental JS Loans, as applicable, in indirect order of maturity on a pro rata basis with any applicable Applicable Exit Fee or Exit Fee 2024, as applicable, third to the accrued and unpaid interest on the Additional Term Loans and Initial Term Loans on a pro rata basis and fourth the principal repayment installments of the Additional Term Loans and Initial Term Loans in indirect order of maturity on a pro rata basis with any applicable Prepayment Premium. Such prepayments shall be paid to the Lenders in accordance with their Pro Rata Percentage of the applicable Term Loans.
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Voluntary Prepayments. The Borrower may prepay the Base Rate Loans upon not less than one (a1) Following receipt of all of the information Business Day's prior notice to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent (which shall have five promptly notify the Lenders), which notice shall specify the prepayment date (5which shall be a Business Day) Business Days and the amount of the prepayment (which shall be at least $100,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Administrative Agent. The Borrower may prepay LIBOR Loans (except that prior notice to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking not less than three (3) Business Days for LIBOR Loans) and in addition such prepayments of such syndication if it does not otherwise notify Parent prior LIBOR Loans shall be subject to the expiration terms of such five Section 5.05 and shall be in an amount equal to all of the LIBOR Loans for the Interest Period prepaid provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Tranche B Loans upon not less than thirty (5)-Business Day period). In the event 30) days notice to the Administrative Agent determines it will not undertake (which shall promptly notify the Tranche B Lenders); provided, however, that no such syndicationprepayment may be made on or before June 30, 2003, without the prior written consent of the Tranche B Majority Lenders. At or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche A Lenders will, in their sole and absolute discretion, have the right to make an immediate redetermination of the Loans it would like to prepayBorrowing Base, and no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be made if, after giving effect thereto and to such redetermined Borrowing Base, a Borrowing Base Deficiency would exist. Any prepayment of Tranche B Loans hereunder shall automatically and without further notice or other action result in (i) a reduction of the Tranche B Aggregate Maximum Credit Amount by the amount of such prepayment (pro rata to each Tranche B Lender based on its Tranche B Percentage Share), and (ii) unless the Tranche A Aggregate Maximum Credit Amount has been sooner terminated pursuant to Section 2.03(b), an increase of the Tranche A Aggregate Maximum Credit Amount by an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect pro rata to each prepayment of the Loans pursuant to Section 4.01(bTranche A Lender based on its Tranche A Percentage Share), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of Term A Loans, the Term B Loans, the Revolving Loans outstanding under this Agreementor the Acquisition Term Loans, in whole or in partpart from time to time, without premium or penalty, on the following terms and conditions:
(ia) the Borrower shall give the Administrative Agent at the Agent's Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Loans, (B) the amount of such prepayment and (C) if no Event whether such prepayment is in respect of Default the Revolving Loans, in the case of Reserve Adjusted Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Reserve Adjusted Eurodollar Loans were made, which notice shall have occurred and be continuing given by the Borrower at both least one Business Day prior to the time date of such prepayment and which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; Banks;
(iib) each such partial prepayment of a Borrowing shall be in an aggregate principal amount of at least $100,000 and in integral multiples of $100,000 in excess of that amount (or, if less, in an amount equal to at least the entire remaining principal balance of the Loan or the Borrowing so repaid); PROVIDED, HOWEVER, that no partial prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (Aor portion thereof) with respect shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount (other than $0); and (c) Reserve Adjusted Eurodollar Loans may only be prepaid pursuant to this Section 3.02 on the last day of an Interest Period applicable thereto. Voluntary prepayments of Loans other than specified prepayments of the Revolving Loans shall first be applied pro rata (i) first, if made (x) prior to the 2020 Acquisition Term Loan Commitment Termination Date to the outstanding principal amount of each of the Term A Loans and the 2021 LoansTerm B Loans to reduce all remaining Scheduled Term A Loan Principal Payments and all remaining Scheduled Term B Loan Principal Payments, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans case on a ratable pro rata basis until paid and in full and thirdorder of maturity, or (y) on or after the Acquisition Term Loan Commitment Termination Date, to the outstanding principal on amount of each of the Term A Loans, the Term B Loans and the Acquisition Term Loan to reduce all remaining Scheduled Term A Loan Principal Payments, all remaining Scheduled Term B Loan Principal Payments and all remaining Scheduled Acquisition Term Loan Principal Payments, in each case on a ratable pro rata basis until the Loans are paid and in full. If no Event order of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepaymentmaturity, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) second, if the Borrower made no such selection, first (x) prior to the 2020 Loans, second to the 2021 Loans and then, pro rataAcquisition Term Loan Commitment Termination Date, to the Initial Restatement Advance then outstanding principal amount of the Acquisition Term Loans andif any; PROVIDED that any amount so prepaid pursuant to this subclause (x) shall permanently reduce the Acquisition Term Loan Commitments and any amounts so prepaid shall not be available for reborrowing, and (y) if made on or after the Incremental Advance Acquisition Term Loan Commitment Termination Date, to reduce the outstanding principal amount of the Revolving Loans and (iii) third, to reduce the Second Incremental Term outstanding principal amount of the Revolving Loans.
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Voluntary Prepayments. (a) Following receipt of all of the information The Borrower may, upon notice to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days pursuant to evaluate each such Permitted Acquisition delivery to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed of a Notice of Loan Prepayment, at any time or from time to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to time voluntarily prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
part without premium or penalty (iother than any prepayment premium required to be paid pursuant to Section 2.05(c)(ii)); provided that (A) the Borrower shall give such notice must be received by the Administrative Agent written notice not later than 11:00 a.m. (or telephonic notice promptly confirmed in writing1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (A2) its intent to make such prepayment, on the date of prepayment of Base Rate Loans; (B) the any prepayment of Eurodollar Rate Loans shall be in a principal amount of such prepayment $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) if no Event any prepayment of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Base Rate Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an a principal amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loansof $500,000 or a whole multiple of $100,000 in excess thereof or, $20,000,000 orin each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Loan then outstanding prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (B) with based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, subject to any Initial Restatement Advance Loan the last sentence of this subsection, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, or Incremental Advance Loan, $5,000,000 the Borrower shall compensate the Lenders to the extent required by the terms of Section 3.05. Each such optional prepayment shall be applied as among the Loans (and $1,000,000 increments in excess to the installments thereof, and if any) at the direction of the Borrower (C) but applied ratably within each chosen Facility in accordance with respect to respective Applicable Percentages of the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day Lenders of that Facility). A notice of a calendar month.
(c) With respect to each voluntary prepayment under this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the Loans pursuant to Section 4.01(b)receipt of proceeds from the issuance of other Indebtedness or the consummation of another transaction, the amounts prepaid shall in which case such notice may be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected revoked by the Borrower (by notice to the Administrative Agent on or (iiprior to 11:00 a.m. on the specified effective date) if such condition is not satisfied; provided that upon such revocation, the Borrower made no shall compensate the Lenders for any actions the Lenders have taken in reliance upon such selection, first notice of voluntary prepayment to the 2020 Loans, second to extent required by the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansterms of Section 3.05.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent Prepayments under this Section 6.2 shall be deemed subject to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Notice Office at least twenty (20) Business Days’ prior written irrevocable notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) prepay the Loans and the aggregate principal amount of such the prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; );
(ii) each prepayment of a Loan may only be made pursuant to this Section 6.2 on the last day of an Interest Period applicable thereto, unless the Borrower pays all amounts owing under Section 2.12 as a result of prepaying such Loan on a day other than the last day of the Interest Period applicable thereto;
(iii) the aggregate notional amount under the Required Hedging Agreements in respect of the risk of interest rate fluctuations with respect to the Loans shall be adjusted in connection with any such prepayment so that they do not exceed the aggregate outstanding principal amount of Loans after giving effect to such prepayment, and the Borrower shall pay all amounts resulting from such adjustments and any other amounts owing under any Required Hedging Agreements as a result of prepayment; and
(iv) such prepayment and all other amounts required to be paid under this Section 6.2 or otherwise in connection with such prepayment shall be made solely from amounts in the Offshore Distribution Account or from the proceeds of Permitted Capital Contributions or, in the case of any partial prepayment, from other sources of funds the advancing of which to the Borrower is consented to in writing by the Lenders (for the avoidance of doubt, no such consent from the Lenders will be required for the advancing of funds from other sources in the case of prepayment in full).
(b) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time after the First Disbursement Date at its discretion, subject to the conditions in Section 6.2(a) and to the following additional conditions:
(i) such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, at least $10,000,000 (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and an integral multiple of $1,000,000 increments in excess thereof, and ); and
(C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iiiii) such prepayment may only shall (x) first be made on allocated pro rata between the last Business Day Loans in proportion to their respective principal amounts outstanding and (y) then be applied to reduce the Scheduled Principal Payments in inverse order of a calendar monththeir due dates.
(c) With respect In the circumstances described in Section 2.15, the Borrower shall have the right to each prepayment prepay in whole the Loans subject to such circumstances, without premium or penalty, subject to the conditions in Section 6.2(a).
(d) In the event any of the circumstances described in Section 7.1(n) occur and some but not all of the Lenders consent to waiving the Event of Default thereunder, the Borrower shall have the right to prepay in whole all (and not less than all) of the Loans pursuant of Lenders that do not consent to Section 4.01(b)such waiver, the amounts prepaid shall be appliedwithout premium or penalty, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, subject to the outstanding principal on conditions in Section 6.2(a).
(e) In the Loans on a ratable basis until event the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer Borrower is unable to (i) to refinance the Tranche or Tranches selected by the Borrower Loans in part or (ii) if obtain consent of the Lenders required by Section 5.3(e) to redomicile to another jurisdiction or transfer its rights and obligations, because some but not all of the Lenders consent to such action, the Borrower made no shall have the right to prepay in whole all (and not less than all) of the Loans of Lenders that do not consent to such selectionaction, first without premium or penalty, subject to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansconditions in Section 6.2(a).
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all The outstanding principal amount of the information to Loan may be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, prepaid in whole or in part only as expressly provided herein, and may not otherwise be prepaid. On any date occurring after the Closing Date, upon not less than ten (10) Business Days’ prior notice to Lender, Borrower may prepay the Loan (a) in whole or (b) in part, on the following terms and conditions:
solely with respect to this clause (b), pursuant to (i) a Permitted Release in accordance with Section 2.6 hereof (but only to the Borrower shall give extent that such prepayment (together with all prior prepayments made pursuant to Permitted Releases, Affected Property Releases and Limited Cure Releases) does not exceed the Administrative Agent written notice Permitted Release Threshold), (ii) pursuant to a Limited Cure Release in accordance with Section 8.1(c) hereof or telephonic notice promptly confirmed (iii) pursuant to an Affected Property Release in writingaccordance with Section 6.4(d) of the Mortgage Loan Agreement; provided that (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both (other than the time Event of Default which is to be cured pursuant to a Limited Cure Release); provided, however, that solely in connection with a prepayment in whole of the Loan, the absence of an Event of Default shall not be a precondition thereto so long as such notice prepayment complies with all other applicable provisions hereof and (B) any prepayment in whole pursuant to clause (a) hereof or any prepayment pursuant to clause (b) hereof pursuant to a Permitted Release or a Limited Cure Release which occurs prior to the time Payment Date occurring in January, 2009 (the “Lockout Release Date”) shall include the Spread Maintenance Premium. If a prepayment under this Section 2.4.1(a) is made (I) on a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid accrued through the end of the Interest Period ending immediately prior to such Payment Date or (II) on a day other than a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the Interest Period then in effect, notwithstanding that such Interest Period extends beyond the date of such prepayment. Additionally, in connection with any voluntary prepayment pursuant to this Section 2.4.1, the Tranche of the Loans it would like to prepayMortgage Loan and each Other Mezzanine Loan shall be simultaneously prepaid ratably, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each or if such prepayment shall be is in connection with the release of a Release Property in accordance with Section 2.6 hereof, in an amount equal to at least (A) with respect to the 2020 Loans Mortgage Release Amount and the 2021 Loans, $20,000,000 or, if lessOther Mezzanine Release Amount applicable to such Release Property. Borrower acknowledges and agrees that in connection with any prepayment under the Mortgage Loan or any Other Mezzanine Loan, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth shall be simultaneously prepaid as provided in the Joinder Mortgage Loan Agreement for or the Second Incremental Term Loans; and (iii) such applicable Other Mezzanine Loan Agreement. Borrower shall have the right, by notice to Lender, to revoke any notice of prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans given pursuant to this Section 4.01(b)2.4.1, the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to provided that (i) such notice is given not later than the date that is one (1) Business Day prior to the Tranche or Tranches selected by date originally designated as the Borrower or date of prepayment and (ii) if Borrower shall within ten (10) Business Days after demand pay to Lender all reasonable costs and expenses incurred by Lender in connection with the Borrower made no such selectionproposed prepayment and/or the revocation thereof, first to the 2020 Loansincluding, second to the 2021 Loans without limitation, reasonable attorneys’ fees and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansdisbursements.
Appears in 1 contract
Samples: Loan Agreement (Hcp, Inc.)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentLoans, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like specific Borrowing or Borrowings pursuant to prepay, no later than 5:00 p.m. thirty (30) calendar days prior theretowhich made, which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $1,000,000 or such Loan then outstanding andlesser amount of a Borrowing which is outstanding, (B) with respect provided that no partial prepayment of Loans made pursuant to any Initial Restatement Advance Loan or Incremental Advance Loan, Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and 1,000,000;
(iii) such prepayment may only be made on at the last Business Day time of a calendar month.
(c) With respect to each any prepayment of the Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11;
(iv) except as expressly provided in Section 4.01(b), the amounts prepaid each prepayment in respect of any Loans made pursuant to a Borrowing shall be appliedapplied pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and
(v) any prepayment made during the Term-Out Period shall be applied to reduce the then remaining Scheduled Repayments in inverse order of maturity.
(b) In the event of certain refusals by a Lender as provided in Section 13.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 13.11(b) so long as no Application Event (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 13.11(b) in connection with the prepayment pursuant to this Section 4.01(b) have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Samples: Credit Agreement (Todco)
Voluntary Prepayments. (a) Following receipt of all The Borrower may elect to notify the Administrative Agent and the Lenders that it may wish to make below par voluntary prepayments of the information to be provided Loans (each such payment a “Voluntary Prepayment”) pursuant to clause the procedures set forth in this Section 2.15; provided that (fi) no Voluntary Prepayment shall be made prior to the date that is 18 months after the Closing Date, (ii) no Voluntary Prepayment shall be made more than once during any fiscal year, except that two Voluntary Prepayments may be during a single fiscal year if each such Voluntary Prepayment is made on account of a different four-quarter period referred to in the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans“Minimum Prepayment Amount” for which a Trigger Date has occurred, the Administrative Agent shall have five (5iii) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent no Voluntary Prepayment shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective made until after a Trigger Date, and (iv) the Borrower shall have sixty commence its efforts to effect a Voluntary Prepayment (60) days from the date evidenced by delivery of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(bNotice) The Borrower shall have within 30 days following a Trigger Date. At the right to prepay the remaining balance time of the Loans outstanding under this Agreementany Voluntary Prepayment, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give certify, with reasonable supporting detail (as determined by the Administrative Agent written notice Agent), that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the succeeding four calendar quarters if such Voluntary Prepayment is not made and (or telephonic notice promptly confirmed in writingii) such Voluntary Prepayment shall have been approved by at least 66 2/3% of (A) its intent the Borrower’s Board of Directors. In addition, immediately prior to make such prepaymentand after giving effect to any Voluntary Prepayment, (Bi) the amount of such prepayment and (C) if no Default or Event of Default shall have occurred and be continuing and (ii) the Loan Parties shall have Unrestricted Cash of at both the time of such notice and the time of such prepaymentleast $150,000,000.
(b) In connection with any Voluntary Prepayment, the Tranche Borrower shall notify the Lenders (the “Prepayment Notice”) that the Borrower desires to prepay Loans with cash proceeds in an aggregate amount (each, a “Prepayment Amount”) specified by the Borrower (which amount shall be not less than $10,000,000) at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (the “Payment Percentage”) of the principal amount of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted prepaid; provided that the aggregate cash amount paid by the Administrative Agent Borrower for all Voluntary Prepayments undertaken by the Borrower pursuant to each this Section 2.15 shall not exceed the lesser of (i) the aggregate amount of Available Retained Cash less cash paid (and, (x) for the avoidance of doubt, without regard to any other form of consideration paid or assumed, and (y) excluding from the phrase “cash paid” as used herein, any cash proceeds of common Equity Issuances of the relevant Lenders, as Borrower which are used to effect Permitted Acquisitions or the case may be; incurrence of Indebtedness permitted by Section 6.01(a)(vi)) for Permitted Acquisitions since the Closing Date (excluding the first $50,000,000 of such cash paid) and (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month250,000,000.
(c) With respect In connection with any Voluntary Prepayment, the Borrower shall allow each Lender to specify a Payment Percentage (the “Acceptable Payment Percentage”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of Loans at which such Lender is willing to permit such Voluntary Prepayment. Based on the Acceptable Payment Percentages and principal amounts of Loans specified by Lenders, the applicable Payment Percentage (the “Applicable Payment Percentage”) for the Voluntary Prepayment shall be the lowest Acceptable Payment Percentage at which the Borrower can complete the Voluntary Prepayment for the applicable Prepayment Amount that is within the applicable Range; provided that if the offers received from Lenders are insufficient to allow the Borrower to complete the Voluntary Prepayment for the applicable Prepayment Amount, then the Applicable Payment Percentage shall instead be the highest Acceptable Payment Percentage that is within the applicable Range. The Borrower shall prepay Loans (or the respective portions thereof) offered by Lenders at the Acceptable Payment Percentages specified by each such Lender that are equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) by remitting an amount to each prepayment Lender to be prepaid equal to the product of the face amount, or par, of the Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate cash proceeds required to prepay Qualifying Loans (disregarding any interest payable under Section 2.15(d)) would exceed the applicable Prepayment Amount for such Voluntary Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Prepayment Agent).
(d) All Loans prepaid by the Borrower pursuant to this Section 4.01(b), the amounts prepaid 2.15 shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses accompanied by payment of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment.
(e) Each Voluntary Prepayment shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Lenders and determination of Applicable Payment Percentage) reasonably established by the Prepayment Agent in consultation with the Borrower and not inconsistent with the terms hereof.
(f) Each Voluntary Prepayment shall constitute an optional prepayment of Loans for all purposes under this Agreement, including for purposes of Section 2.06(a).
(g) Notwithstanding anything to the contrary in this Agreement (including, without limitation, Sections 2.06 and 2.13), the Lenders hereby consent to the transactions described in this Section 2.15 and further acknowledge that in connection with any Voluntary Prepayment, principal and interest payments may be made on a ratable basis until paid in full and thirdnon-pro rata basis, as determined by the Prepayment Agent, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default applicable Lenders.
(h) This Section 2.15 shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by not require the Borrower to undertake or (ii) if the Borrower made no such selection, first any Lender to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansparticipate in any Voluntary Prepayment.
Appears in 1 contract
Samples: Loan Agreement (Supermedia Inc.)
Voluntary Prepayments. (a) Following receipt Subject to the terms of all this Section 2.8 and Section 3.4, Borrower may prepay to Agent, for the ratable benefit of the information to be provided pursuant to clause (f) applicable Lenders, the Principal Balance of the definition Revolving Loans and/or the Principal Balance of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementTerm Loan A, in whole or in part, on at any time. Borrower may not prepay the following terms Principal Balance of the Convertible Term Loan at any time unless the Requisite Convertible Term Lenders elect to accept any such prepayment in accordance with Section 2.8(c). The Convertible Term Lenders may accept or decline to accept any such prepayment in the sole and conditions:absolute discretion of the Convertible Term Lenders.
(b) No LIBOR Loan may be prepaid in part. Concurrently with any prepayment of a LIBOR Loan prior to the expiration of the Interest Period applicable thereto, Borrower shall pay all breakage fees and other amounts due under Section 2.7(f) as a consequence of such prepayment.
(c) If Borrower elects to make any prepayment pursuant to this Section 2.8 (other than any prepayment of the Revolving Loans), Borrower shall give irrevocable notice of such prepayment (a “Voluntary Prepayment Notice”) to Agent not less than seven (7) Business Days prior to the date such prepayment is to be made, specifying (i) the Borrower shall give the Administrative Agent written notice date on which such prepayment is to be made and (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (Bii) the amount of such prepayment and prepayment. Each Voluntary Prepayment Notice shall be accompanied by a certificate of a Responsible Officer of Borrower on behalf of Borrower stating that such payment is being made in compliance with this Section 2.8. Agent promptly shall provide a copy of each Voluntary Prepayment Notice to the Convertible Term Lenders. Within three (C3) if no Event Business Days after a Convertible Term Lender’s receipt of Default shall have occurred and be continuing at both the time a copy of such Voluntary Prepayment Notice, such Convertible Term Lender shall give Agent irrevocable notice and as to whether such Convertible Term Lender elects to accept such prepayment (an “Voluntary Prepayment Election Notice”). If any Convertible Term Lender fails to deliver a Voluntary Prepayment Election Notice to Agent within such three (3) Business Day period, such Convertible Term Lender shall be deemed for all purposes hereunder to have declined to accept such prepayment. Notice of prepayment having been so given, the time aggregate principal amount of so specified to be prepaid (other than, if the Requisite Convertible Term Lenders have not elected to accept such prepayment, the Tranche any portion of such principal amount in excess of the Loans it would like Principal Balance of Term Loan A then outstanding), together with accrued interest thereon and the applicable Prepayment Premium, if any, shall be due and payable on the prepayment date set forth in such notice.
(d) Any voluntary prepayment with respect to prepay, no later than 5:00 p.m. thirty the Revolving Loan shall be applied in the following order of priority to the payment of: (30i) calendar days prior thereto, which shall promptly be transmitted by any and all Obligations that are due and owing pursuant to the Administrative Agent to each terms of the relevant LendersLoan Documents, as except the case may bePrincipal Balance and accrued and unpaid interest thereon; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Principal Balance then due and owing; and (iii) the Principal Balance of the Revolving Loans on without a ratable basis until paid corresponding permanent reduction in full and third, the Facility Cap. Any voluntary prepayment with respect to the outstanding principal on Term Loan(s) shall be applied in the Loans on a ratable basis until the Loans are paid in full. If no Event following order of Default shall have occurred and be continuing at both the time priority of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to payment of: (i) any and all Obligations that are due and owing pursuant to the Tranche or Tranches selected by terms of the Borrower or Loan Documents, except the Principal Balance and accrued and unpaid interest thereon; and either (ii) if the Borrower made no Requisite Convertible Term Lenders have not elected to accept such selectionprepayment, first (A) accrued and unpaid interest on the portion of the Principal Balance of Term Loan A being prepaid; (B) the Prepayment Premium applicable to the 2020 Loansportion of the Principal Balance of Term Loan A being prepaid, second and (C) the remaining scheduled installments of the Principal Balance of Term Loan A in the inverse order of maturities, or (iii) if the Requisite Convertible Term Lenders have elected to accept such prepayment, (A) accrued and unpaid interest on the portion of the Principal Balance of the Term Loans being prepaid; (B) the Prepayment Premium, if any, applicable to the 2021 portion of the Principal Balance of the Term Loans being prepaid, and then, pro rata, (C) the Principal Balance of the Term Loans in proportion to the Initial Restatement Advance Loans and, Principal Balance of each Term Loan then outstanding (and any such application to the Incremental Advance Loans and Principal Balance of Term Loan A shall be applied to the Second Incremental remaining scheduled installments of the Principal Balance of Term LoansLoan A in the inverse order of maturities).
(e) All prepayments made pursuant to this Section 2.8 shall be designated as a prepayment pursuant to this Section 2.8 on the applicable wire. The amount of any partial prepayment of the Principal Balance shall be $100,000 or integral multiples of $100,000 in excess thereof.
Appears in 1 contract
Samples: Credit Agreement (Adam Inc)
Voluntary Prepayments. (a) Following receipt of all of The Borrowers may prepay the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Bridge Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndicationMay 21, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement2019, in whole or in part, part at any time and from time to time on the following terms and conditions:
: (i) the Borrower Borrowers shall give the Administrative Agent prior to 11:00 a.m. EST at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (Bin each case) shall specify the amount of such prepayment and (C) if no Event the Types of Default shall have occurred and Bridge Loans to be continuing at both prepaid and, in the time case of such notice and the time of such prepaymentLIBOR Loans, the Tranche of the specific Borrowing or Borrowings pursuant to which such LIBOR Loans it would like to prepaywere made, no later than 5:00 p.m. thirty (30) calendar days prior thereto, and which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; and (ii) each such partial prepayment of Bridge Loans pursuant to this Section 5.01(a) shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $1,000,000 and whole multiples of $500,000 in excess thereof (or such Loan then outstanding andlesser amount as is acceptable to the Administrative Agent in any given case), (B) with respect provided that if any partial prepayment of LIBOR Loans made pursuant to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid Borrowing shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to reduce the outstanding principal on amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans on (and same shall automatically be converted into a ratable basis until Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect, provided further that upon the payment of the Bridge Loan, in whole or in part, prior to May 21, 2019, the Make-Whole shall become due and payable other than to the extent the Bridge Loans are paid rolled into a debtor-in-possession facility or refinanced by a debtor-in-possession facility in full. If no Event of Default shall have occurred and be continuing at both which the time of the applicable notice and the time of the applicable prepaymentRequired Lenders are participating, the references including a debtor-in-possession financing more thoroughly described on Exhibit K, provided further such debtor-in-possession facility has a Make-Whole as agreed to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansRequired Lenders.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Loans or Swing Line Loans, (B) the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (CNew York City time) if no Event (x) on the date of Default shall have occurred prepayment with respect to Revolving Loans and be continuing Swing Line Loans which are Base Rate Loans, (y) at both least one Business Day prior to the time date of such notice prepayment with respect to Term Loans that are Base Rate Loans and (z) at least three Business Days prior to the time date of such prepayment, prepayment with respect to Eurodollar Loans and which notice shall (except in the Tranche case of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; (ii) each such partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount equal to of at least $1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (Aiii) Eurodollar Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, that such prepayment shall not be applied to any Revolving Loans of a Default Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata Share of all Revolving Loans then outstanding. Voluntary prepayments of Term Loans shall be applied to the prepayment of the outstanding principal amount of Term Loans in the order of maturity. The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment, and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding andthis Section 4.3 are for the benefit of Agent and may be waived unilaterally by Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, (B) waivers, discharges or terminations with respect to any Initial Restatement Advance Loan or Incremental Advance Loanthis Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), $5,000,000 and $1,000,000 increments in excess thereofBorrower shall have the right, and upon five (C5) with respect Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Second Incremental Term Lenders), to repay all Loans, the amount together with accrued and increments set forth unpaid interest, fees and all other amounts due and owing to such Lender in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to accordance with said Section 4.01(b12.1(b), the amounts prepaid shall be applied, so long as no Application Event (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (b) shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Term Loans outstanding under this Agreement, and Revolving Loans in whole or in partpart from time to time, without premium or penalty, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Agent's Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Loans, (B) the amount of such prepayment and (C) if no Event and, in the case of Default Reserve Adjusted Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall have occurred and be continuing given by the Borrower at both least one Business Day prior to the time date of such prepayment and which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may beBanks; (ii) each such partial prepayment of any Borrowing shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 LoansDRAFT: March 21, $20,000,000 or, if less, the entire 1997 H:\WPCDOCS\1186\141151 aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, at least $5,000,000 500,000 and integral multiples of $1,000,000 increments 100,000 in excess of that amount; provided that no partial prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof, and (C) with respect shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term LoansMinimum Borrowing Amount; and (iii) such prepayment Reserve Adjusted Eurodollar Loans may only be made prepaid pursuant to this Section 3.01 on the last Business Day day of a calendar month.
(c) With respect an Interest Period applicable thereto. Voluntary prepayments of Term Loans shall be applied to each the prepayment of the outstanding principal amount of Term Loans pursuant to Section 4.01(b), pro rata between the amounts prepaid A Term Loans and the B Term Loans. Voluntary prepayments of Loans under the A Term Loan Facility shall be applied, so long as no Application Event shall have occurred and be continuing, first, applied to pay any fees and expenses the prepayment of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on amount of A Term Loans pro rata to all remaining Scheduled A Term Loans Principal Payments such that each Scheduled A Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such Scheduled A Term Loans on a ratable basis until Principal Payment then remaining and the denominator is equal to the amount of all Scheduled A Term Loans are paid in fullPrincipal Payments remaining. If no Event Voluntary prepayments of Default Loans under the B Term Loan Facility shall have occurred and be continuing at both applied to the time prepayment of the applicable notice outstanding principal amount of B Term Loans pro rata to all remaining Scheduled B Term Loans Principal Payments such that each Scheduled B Term Loans Principal Payment then remaining shall be reduced by an amount equal to the product of (A) such payment and (B) a fraction of which the numerator is equal to the amount of such Scheduled B Term Loans Principal Payment then remaining and the time of the applicable prepayment, the references denominator is equal to the amount of all Scheduled B Term Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansPrincipal Payments remaining.
Appears in 1 contract
Samples: Credit Agreement (Carson Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(ia) the applicable Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, (B) Multicurrency Revolving Loans, Canadian Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the applicable Borrower to Administrative Agent by 12:00 noon (CNew York City time) if no Event at least three Business Days prior in the case of Default shall have occurred Eurocurrency Loans and be continuing B/A Discount Rate Loans, at both least one Business Day prior in the time case of Base Rate Loans and Canadian Prime Rate Loans and by 11:00 a.m. (local time) in the case of Swing Line Loans on the date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; ;
(iib) each partial prepayment of any Borrowing shall be in a principal amount at least equal to the Minimum Borrowing Multiple, provided that, no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
(c) Eurocurrency Loans and B/A Discount Rate Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5;
(d) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing, provided, however, that Canadian Borrower may defease any B/A by depositing with Canadian Administrative Agent an amount equal to the face amount of such maturing B/A, provided, further, that, such prepayment shall not be applied to any Multicurrency Revolving Loans or Canadian Revolving Loans of a Defaulting Lender at any time when the aggregate amount of Multicurrency Revolving Loans or Canadian Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender’s Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans then outstanding or Canadian Revolver Pro Rata Share of all Canadian Revolving Loans then outstanding; and
(e) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company), and within each such Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis. Unless otherwise specified by the applicable Borrower, such prepayment shall be applied first to the payment of Base Rate Loans or Canadian Prime Rate Loans (as applicable) and second to the payment of such Eurocurrency Loans or B/A Discount Rate Loans (as applicable) such Borrower shall request (and in an amount equal to at least (A) the absence of such request, as Administrative Agent shall determine). The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment, and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement this Section 4.3 are for the Second Incremental Term Loans; benefit of Administrative Agent and (iii) such prepayment may only be made on the last Business Day of a calendar monthwaived unilaterally by Administrative Agent.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Revolving Loans outstanding under this Agreement, and Swingline Loans in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (Cin the case of Eurodollar Loans) if no Event of Default the specific Borrowing(s) pursuant to which made, which notice shall have occurred and be continuing at both given by the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, Borrower no later than 5:00 p.m. thirty (30x) calendar days in the case of Revolving Loans, 11:00 A.M. (New York time) one Business Day prior theretoto, which or (y) in the case of Swingline Loans, 11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or Swingline Lenders, as the case may be; (ii) each such partial prepayment of any Borrowing shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $10,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Loan then outstanding and, (B) with respect Borrowing to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to an amount less than the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement Minimum Borrowing Amount for the Second Incremental Term Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans, as the case may be, provided that (x) at the Borrower's election in connection with any prepayment pursuant to this Section 4.01, such prepayment may only shall not be made on the last Business Day applied to any Revolving Loan of a calendar month.
Defaulting Lender at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Percentage of all Revolving Loans then outstanding and (cy) With respect to each prepayment the Borrower may repay the Revolving Loans and Swingline Loans of a Non-Continuing Bank in connection with the termination of the Commitment of such Non-Continuing Bank in accordance with the requirements of clause (ii) of Section 3.02 without any accompanying repayment of the Revolving Loans pursuant to Section 4.01(b)or Swingline Loans, as the amounts prepaid shall be appliedcase may be, of the other Banks, so long as no Application Event all amounts, if any, owing to such Bank (and any other Banks) pursuant to Section 1.12 are paid at such time. The Borrower shall not have occurred and be continuing, first, the right to pay voluntarily prepay any fees and expenses Competitive Bid Loan without the consent of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower Lender that has made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loanssame.
Appears in 1 contract
Samples: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance Term Loans (together with accrued by unpaid interest thereon), subject to the payment of breakage costs pursuant to Section 2.10 (if any) and the payment of the Loans outstanding under this AgreementExit Fee pursuant to Section 4.01(b) (if any), in whole or in part, part at any time and from time to time on the following terms and conditions:
: (i) the Borrower Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentTerm Loans (or such shorter period as may be agreed to by the Administrative Agent), which notice (Bin each case) shall specify the amount of such prepayment and (C) if no Event the Types of Default shall have occurred and Term Loans to be continuing at both prepaid and, in the time case of such notice and the time of such prepaymentLIBOR Loans, the Tranche of the specific Borrowing or Borrowings pursuant to which such LIBOR Loans it would like to prepaywere made, no later than 5:00 p.m. thirty (30) calendar days prior thereto, and which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; (ii) each such partial prepayment of Term Loans pursuant to this Section 5.01 shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $5,000,000; provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Loan Borrowing to an amount less than $5,000,000, then outstanding and, such Borrowing may not be continued as a Borrowing of LIBOR Loans (Band same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect to any Initial Restatement Advance Loan thereto given by the Borrowers shall have no force or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loanseffect; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each voluntary prepayment of the Term Loans pursuant to this Section 4.01(b), 5.01 shall reduce then remaining Scheduled Repayments in inverse order of maturity ratably among the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansLenders.
Appears in 1 contract
Samples: Credit Agreement (Keane Group, Inc.)
Voluntary Prepayments. (a) Following receipt Subject to the terms of all this Section 2.14, Borrower may prepay to Lender, without penalty, the outstanding principal amount of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Term Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on at any time.
(b) If Borrower elects to make any prepayment of the following terms and conditions:
Term Loans pursuant to this Section 2.14, Borrower shall give irrevocable notice of such prepayment to Lender not less than five (5) Business Days prior to the date such prepayment is to be made, specifying (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent date on which such prepayment is to make such prepaymentbe made, (Bii) the amount of such prepayment and (Ciii) if no Event the amount of Default shall have occurred and be continuing at both the time of such notice and the time of accrued interest applicable to such prepayment. Such notice shall be accompanied by a certificate of an officer of Borrower on behalf of Borrower stating that such payment is being made in compliance with this Section 2.14. Notice of prepayment having been so given, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such the Term Loan then outstanding andso specified to be prepaid, (B) together with respect to any Initial Restatement Advance Loan or Incremental Advance Loanaccrued interest thereon, $5,000,000 shall be due and $1,000,000 increments in excess thereof, and (C) with respect to payable on the Second Incremental Term Loans, the amount and increments prepayment date set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthnotice.
(c) With Any voluntary partial prepayment with respect to each prepayment the Term Loan shall be applied in the following order of priority of the payment of: (i) any and all Obligations relating to such Term Loan that are due and owing pursuant to the terms of the Loan Documents, except the principal balance of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees accrued and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any unpaid interest thereon; (ii) accrued and unpaid interest on the Loans on a ratable basis until paid in full portion of the principal balance of the Term Loan being prepaid; and third(iii) the principal balance of the Term Loan, which shall be applied to the outstanding principal scheduled installments thereof in inverse order of maturities.
(d) All prepayments made pursuant to this Section 2.14 shall be designated as a prepayment pursuant to this Section 2.14 on the Loans on a ratable basis until the Loans are paid in fullapplicable wire. If no Event The amount of Default shall have occurred and be continuing at both the time any partial prepayment of the applicable notice and the time principal balance of the applicable prepaymentTerm Loans shall not be less than $100,000 or, the references to the Loans if in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selectionexcess thereof, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansin integral multiples of $100,000 in excess thereof.
Appears in 1 contract
Samples: Credit and Security Agreement (Ventures National Inc)
Voluntary Prepayments. (a) Following receipt of Borrower may prepay, all or any portion of the information to be Outstanding Principal Balance on any Business Day, provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on that the following terms and conditions:
conditions are satisfied: (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time (other than in connection with a prepayment made with respect to a release of such notice and the time of such prepayment, the Tranche of the Loans it would like an Individual Property subject to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may bea Qualified Release Property Default); (ii) each such Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Mezzanine B Borrower shall concurrently make a prepayment of all or a portion, as applicable, of the outstanding principal balance of the Mezzanine B Loan, and shall be otherwise satisfy the applicable conditions in an amount equal to at least (A) the Mezzanine B Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and, and in the 2020 Loans case of a prepayment in full or the release of an Individual Property, the delivery to Lender of a copy of a payoff letter from the Mortgage Lender and the 2021 Loans, $20,000,000 or, Mezzanine B Lender); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth in Section 2.4.6 and (v) if less, Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Mezzanine B Borrower under the Mezzanine B Loan Documents shall be allocated among the Loan and the Mezzanine B Loan pro rata in accordance with their respective outstanding principal amount balances immediately prior to such prepayments. For the avoidance of doubt, voluntary prepayments on the Loan, in whole or in part, shall not be conditioned on pro-rata prepayments of the Mortgage Loan (except as set forth herein in connection with releases of Net Liquidation Proceeds After Debt Service, Property Releases and payments to cure a Low Cash Flow Trigger Period).
(b) On any Business Day, Borrower may prepay the Loan in part in connection with the release of one or more Individual Properties under the Mortgage Loan Documents in accordance with Section 2.5.2 hereof, provided that the following conditions are satisfied: (i) Borrower shall timely deliver to Lender a Prepayment Notice, (ii) the release of such Individual Property(ies) under the Mortgage Loan then outstanding andDocuments shall occur simultaneously with such prepayment, (Biii) the applicable conditions in the Mezzanine B Loan Documents with respect to any Initial Restatement Advance concurrent prepayments of the Mezzanine B Loan or Incremental Advance Loan, $5,000,000 by Mezzanine B Borrower shall have been satisfied (as evidenced by an Officer’s Certificate and $1,000,000 increments in excess thereof, the delivery to Lender of a copy of a payoff letter from the Mezzanine B Lender) and (Civ) with respect to the Second Incremental Term Loans, the amount and increments set forth Release Conditions shall have been satisfied in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthconnection therewith.
(c) With respect to each If (i) a Low Cash Flow Trigger Period exists, (ii) Borrower makes a prepayment of the Loans pursuant to Section 4.01(bOutstanding Principal Balance hereunder in accordance with paragraph (a) above (other than clause (ii) thereof) (which may be made by using funds in the Cash Collateral Account only if such prepayment would cure the Low Cash Flow Trigger Period), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees Owner and expenses Mezzanine B Borrower concurrently makes prepayments of the Agents Mortgage Loan and Mezzanine B Loan, respectively, in accordance with paragraph (a) above (which Lender agrees may be made by using funds in the Lenders Cash Collateral Account with respect to the Mezzanine B Loan only if such prepayment would cure the Low Cash Flow Trigger Period), (iii) such prepayments are made and upon at least two (2) Business Days prior written notice, and (iv) the aggregate amount prepaid by Borrower under this paragraph (c) and concurrently by Owner under the Credit Mortgage Loan Documents until paid in full, second, and Mezzanine B Borrower under the Mezzanine B Loan Documents is equal to any accrued and unpaid interest on or greater than the Loans on a ratable basis until paid in full and third, amount that is required to increase the Debt Yield to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If applicable Debt Yield Cure Level, then such Low Cash Flow Trigger Period will immediately end.
(d) Provided no Event of Default shall have or Mortgage Loan Default has occurred and be is continuing at both the time and no Trigger Period exists, Borrower and Mezzanine B Borrower may each make a voluntary prepayment of all or any portion of the applicable notice outstanding principal balance of the Loan and the Mezzanine B Loan, respectively, at par in accordance with the Loan Documents and Mezzanine B Loan Documents, respectively, without Owner making a corresponding payment of the Mortgage Loan; and any such voluntary prepayment of the Loan and the Mezzanine B Loan without a corresponding prepayment of the Mortgage Loan shall be made on a pro rata basis among the Loan and the Mezzanine B Loan unless (i) otherwise agreed to by Lender and Mezzanine B Lender or (ii) the prepaid Mezzanine B Loan is simultaneously replaced by an Approved Mezzanine Loan.
(e) Notwithstanding the foregoing, Borrower shall be permitted to prepay a portion of the Outstanding Principal Balance, in connection with the release of Individual Properties or otherwise, in an amount not to exceed, in the aggregate, twenty-five percent (25%) of the original principal balance of the Loan (the “Free Prepayment Amount”), at any time without any Spread Maintenance Premium or other prepayment penalty, premium or charge, provided (i) there is no Event of Default or Mortgage Loan Default continuing as of the date of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.4.2, (iv) Borrower made no such selectionpays Lender, first in addition to the 2020 Loansamount to be prepaid, second to the 2021 Loans (x) all accrued interest as set forth in Section 2.4.6; and then, pro rata, to the Initial Restatement Advance Loans and(y) all other sums then due and payable under this Agreement, the Incremental Advance Loans Note, and the Second Incremental Term Loansother Loan Documents, including, but not limited to, all of Lender’s third party reasonable costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, including, without limitation, any actual Breakage Costs and costs and expenses associated with any revoked or extended prepayment notice, (v) in the case of a release of an Individual Property pursuant to Section 2.5.2 hereof, Borrower makes the necessary pro rata prepayment of the Mortgage Loan and (vi) Mezzanine B Borrower makes the necessary pro rata prepayments of the Mezzanine B Loan.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Voluntary Prepayments. (a) Following receipt The Guarantors may prepay all or a portion of the Loans at any time following a Borrowing Date, either through an assignment of all or a portion of the information Loans in accordance with Section 2.9(b) or as a direct prepayment of all or a portion of the Loans to the Lenders, which prepayment shall in each case be provided made together with accrued and unpaid interest on the principal amount so prepaid and all other amounts then payable under this Agreement (including Section 3.4 of the Relevant Credit Agreement pursuant to clause which such prepayment relates) but without premium or penalty (f) subject to Section 3.4 of the definition of Permitted Acquisition with respect Relevant Credit Agreement pursuant to each Permitted Acquisition to be funded by which such prepayment relates); provided that: (i) the proceeds of Incremental Advance Loans, Guarantors shall give the Administrative Agent shall have at least five (5) Business Days to evaluate Days’ notice of each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such notice of prepayment shall specify the amount being prepaid, the date of such prepayment and the Relevant Credit Agreement to which such prepayment relates; (iii) each partial prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal aggregate amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan U.S.$5,000,000 or Incremental Advance Loan, $5,000,000 and $1,000,000 increments an integral multiple of U.S.$1,000,000 in excess thereof; and (iv) in the case of a notice of prepayment by assignment in accordance with this Section 2.9, such notice of prepayment shall specify the name of the applicable Eligible Assignee(s) (it being understood that, notwithstanding any other provision of this Agreement, for the purposes of any assignment of Loans pursuant to this Section 2.9, an Eligible Assignee may be an Affiliate of either Guarantor or the applicable Borrower, in which case such Eligible Assignee will not have any right to vote for any purposes hereunder). Amounts that are prepaid may not be reborrowed by the applicable Borrower.
(b) At the request of the Guarantors, any optional prepayment may be made through an assignment of all or a portion of the Loans elected by the Guarantors to be prepaid to one or more Eligible Assignee(s) designated by the Guarantors in the notice of prepayment; provided that: (i) each such assignment for a portion of such Loans elected by the Guarantors to be prepaid shall be pro rata among all the Lenders; and (ii) such Eligible Assignee (including either Guarantor’s or the applicable Borrower’s Affiliate) will not become a party to this Agreement or any Credit Document and the Loans assigned to it will simultaneously be documented as a separate and independent facility. Such assignment shall be subject to each Lender’s receipt of (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering laws, rules and regulations, including, without limitation, Anti-Terrorism Laws that such Lender requires in connection with such assignment, and such Lender shall not be prohibited from making such assignment to such Eligible Assignee in accordance with such laws, rules and regulations, and (Cy) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any all fees and expenses of the Agents and the Lenders under the Credit Documents until paid incurred by such Lender in full, second, connection with an assignment made pursuant to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansthis Section 2.9.
Appears in 1 contract
Samples: Backstop Loan Facility Agreement (Votorantim Cimentos S.A.)
Voluntary Prepayments. (a) Following receipt of The Loan Balance may be voluntarily prepaid only as set forth in this Section 2.5.
(b) Borrowers may prepay in full, all of the information to be Obligations provided pursuant to clause that any such prepayment being accompanied by (fi) accrued interest on the outstanding principal amount of the Loan being prepaid and (ii) a Prepayment Fee, if applicable, as follows:
(i) 0-12 months from the Closing Date, the Prepayment Fee shall equal six percent (6%) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance LoansLoan Balance being prepaid; and
(ii) Thereafter, the Administrative Agent Prepayment Fee shall have five not apply.
(5c) Except as set forth in Section 2.6(b) below, the Obligations may be prepaid in whole by Borrowers on any Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent Day prior to the expiration Final Maturity Date. Upon a prepayment in whole by Borrowers, the applicable Obligations to be prepaid as provided in this Section 2.5, as applicable, shall include, without limitation, (i) all of the Advances made prior to such Prepayment Date, less all principal amounts received by Lender in respect of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable Advances to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of prepayment, plus (ii) accrued and unpaid interest on all such determination Advances to be prepaid on the applicable Prepayment Date, plus (iii) any applicable Prepayment Fees plus (iv) any unpaid fees or inability, as the case may be, expenses required to prepay the remaining balance of the Loans outstanding be paid by Borrowers under this Agreement and all other unpaid Obligations (other than indemnity obligations of Borrowers under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in fullrelation to such Obligations to be prepaid on the Prepayment Date. The prepayment in full Borrowers shall give Lender written notice of the Obligations pursuant to this Section 4.01(a) will proposed prepayment not be a Prepayment Event.
less than seven (b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (307) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each in advance of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthproposed Prepayment Date.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of Borrower may, at its option, prepay the information Debt in full or in part at any time and from time to be provided pursuant to clause time; provided, that, (fi) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have Borrower gives Lender not less than five (5) days prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (ii) if such prepayment occurs following a Rated Securitization of any portion of the Loan and is made during the Interest Shortfall Period, Borrower shall pay to Lender the Interest Shortfall, if any, estimated by Lender to be due in connection with such prepayment, provided, that (1) in the event a portion (but not all) of the Loan is subject to such Rated Securitization, the Interest Shortfall shall only be payable with respect to such portion of the Loan that is subject to such Rated Securitization, and (2) once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(a), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(a), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (iii) Borrower pays Lender, in addition to evaluate each such Permitted Acquisition the portion of the Outstanding Loan Amount to determine whether it will undertake syndicating be prepaid, (A) all interest which would have accrued on the Incremental Advance Commitments amount of the Debt to fund such Permitted Acquisition(sbe prepaid through and including (without duplication of any Interest Shortfall paid by Borrower) (and x) if such prepayment occurs with respect to any portion of the Administrative Agent shall be deemed Loan that is not subject to have confirmed a Rated Securitization, the undertaking date on which such prepayment is made or (y) if such prepayment occurs with respect to any portion of such syndication if it does not otherwise notify Parent prior the Loan that is subject to a Rated Securitization, the last day of the Interest Period related to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from Payment Date next occurring following the date of such determination or inabilityprepayment, as or, if such prepayment occurs on a Payment Date, interest which would have accrued on the case may be, to prepay the remaining balance amount of the Loans outstanding Debt to be prepaid through and including the last day of the Interest Period related to such Payment Date (all such interest payable under this Agreement and clause (A), the “Additional Interest”); (B) (I) all other Obligations sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in fullconnection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (C) subject to Section 2.4.1(b), if such prepayment occurs prior to the Open Prepayment Date and such prepaid amount is in excess of the Free Prepayment Amount, any Spread Maintenance Premium then due and payable on the amount of such excess over the Free Prepayment Amount. The Notwithstanding anything to the contrary contained in this Section 2.4.1(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in full 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 the Obligations pursuant to this Section 4.01(a) will not be a such Prepayment EventNotice, including any applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees.
(b) The Notwithstanding the other provisions of this Section 2.4.1, at any time and from time to time after the Closing Date, including prior to the Open Prepayment Date, Borrower shall have the right to may prepay the remaining balance a portion of the Loans outstanding under this AgreementLoan in an aggregate amount up to $315,000,000.00 (the “Free Prepayment Amount” and each such prepayment, in whole an “Initial 30% Prepayment”) without being obligated to pay a Spread Maintenance Premium or in partother prepayment penalty, on the following terms and conditions:
premium or charge, provided (i) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.4.1(a), (ii) if such prepayment occurs with respect to any portion of the Loan that is subject to a Rated Securitization of the Loan and is made during the Interest Shortfall Period, Borrower shall give pay to Lender the Administrative Agent written notice (or telephonic notice promptly confirmed Interest Shortfall with respect to such portion of the Loan subject to a Rated Securitization, if any, estimated by Lender to be due in writing) of (A) its intent to make connection with such prepayment, provided, that once the Interest Rate for the next occurring Interest Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (Bx) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.4.1(b), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.4.1(b), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loansdeficiency; and (iii) Borrower pays Lender, in addition to the portion of the Outstanding Loan Amount to be prepaid, (A) Additional Interest and (B) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment may only includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment. Notwithstanding anything to the contrary contained herein, any Casualty/Condemnation Prepayment, prepayments of the Loan made on in connection with the last Business Day terms and conditions of Section 2.4.2 hereof or prepayments of the Loan made in connection with a Default Release , each in accordance with the terms and conditions hereof, shall not constitute an Initial 30% Prepayment and shall not count toward the Free Prepayment Amount. In the event of any release of a calendar monthportion of an Individual Property that is not (x) a full Individual Property release subject to Section 2.6.1 hereof or (y) a release of any Release Parcel/Rights subject to Section 2.6.2 hereof, Lender agrees that consent to such release shall not be conditioned upon a prepayment of the Loan in excess of the lesser of (x) Lender’s Allocation of one hundred percent (100%) of the Net Sales Proceeds derived from the sale of such portion of such Individual Property or (y) the agreed upon release amount for the release of such portion of the Individual Property, unless a greater amount is required to be prepaid in order for the Securitization to maintain its status as a REMIC Trust.
(c) With respect to each Upon receipt by Lender of any (i) voluntary prepayment of the Loans Loan permitted pursuant to Section 4.01(bthe terms of this Agreement, (ii) prepayments of the Loan made in connection with a release of any Individual Property or Release Parcel/Rights (if any) from the Lien of the Mortgage in excess of the Allocated Loan Amount of the applicable Individual Property or Release Parcel/Rights (if any), or (iii) prepayments of the amounts prepaid Loan made in connection with the terms and conditions of Section 2.4.2 hereof in excess of the Allocated Loan Amount of the applicable Individual Property or Release Parcel/Rights (if any), in each case the Allocated Loan Amount for each Individual Property or Release Parcel/Rights (if any) which is then subject to the Lien of the Mortgages shall be appliedreduced on a pro rata basis by the amount of such excess.
(d) Subject to the following sentence, if a Mezzanine Loan is outstanding, the Mezzanine Loan may not be voluntarily prepaid in whole or in part unless there is a simultaneous pro rata prepayment of the Loan and the Mezzanine Loan. Notwithstanding the foregoing and for so long as no Application Event shall have of Default has occurred and is continuing, at the option of Borrower and/or New Mezzanine Borrower, any voluntary prepayments may be continuingapplied by New Mezzanine Borrower to the New Mezzanine Loan in reverse sequential order (i.e., first, to pay any fees and expenses of the Agents and New Mezzanine Loan until the Lenders under the Credit Documents until New Mezzanine Loan is paid in full) in accordance with the New Mezzanine Loan Documents, secondwithout any obligation of Borrower to make a corresponding prepayment of the Loan; provided that the foregoing shall not apply to (i) prepayments made to achieve a Debt Yield Trigger Event Cure, to any accrued and unpaid interest on which shall be made concurrently with a pro rata prepayment of the Loans on a ratable basis until paid in full and third, Loan (which portion of which prepayment applicable to the outstanding principal on Loan shall be applied in accordance with Section 2.4.4 hereof) and the Loans on New Mezzanine Loan, (ii) prepayments made from Excess Cash Flow Reserve Funds, which shall be made concurrently with a ratable basis until pro rata prepayment of the Loans Loan under this Agreement and the New Mezzanine Loan under the New Mezzanine Loan Agreement (provided however, if such prepayments are paid in fullan amount in excess of the amount necessary to achieve a Debt Yield Trigger Event Cure and a Cash Sweep Event has not otherwise occurred and is not continuing, then such prepayments in excess of the amount necessary to achieve such Debt Yield Trigger Event Cure may be applied by a New Mezzanine Borrower to the New Mezzanine Loan in reverse sequential order) and (iii) prepayments in connection with a release of any Property from the Lien of the Mortgage (which portion of such prepayment applicable to the Loan shall be applied in accordance with Section 2.4.4 hereof). If Provided no Event of Default is continuing, nothing herein or in any other Loan Document shall have occurred and be continuing prohibit New Mezzanine Borrower from prepaying at both the time a discount all or any portion of the applicable notice New Mezzanine Loan subject to and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansaccordance with Section 10.33 hereof.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give may at any time on at least three (3) Business Days’ prior written notice to the Administrative Agent written notice Agent, voluntarily prepay the Loan; provided that (or telephonic notice promptly confirmed in writingx) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each any such prepayment shall be in an a minimum amount equal to at least of $5,000,000 (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal remaining amount of such the Loan then outstanding andoutstanding); (y) any such prepayment shall be applied pursuant to Section 1.3; and (z) any such prepayment shall be accompanied by all accrued interest thereon together with the Prepayment Fee, if any, payable upon such prepayment and any additional amounts payable pursuant to Section 1.13. Each prepayment of the Loan pursuant to this Section 1.2(a)(i) shall be paid to the Lenders in accordance with their respective Pro Rata Shares.
(ii) Notwithstanding anything to the contrary in Section 1.2(a)(i) above and without limiting the Borrower’s obligations under Section 1.11, in the event that the Borrower receives notice from any Lender of any amounts that the Borrower is required to pay to such Lender pursuant to Section 1.11(b)(iii), the Borrower and such Lender shall negotiate in good faith in order to arrive at a mutually acceptable alternative means of restructuring the Pro Rata Share of the Loan held by such Lender in order to mitigate, minimize or eliminate such costs in the future. In the event that the Borrower and such Lender are not able to agree, within thirty (30) days following the date of the notice to the Borrower of amounts due under Section 1.11(b)(iii), on an alternative means of restructuring the Pro Rata Share of the Loan held by such Lender, then the Borrower shall have the right, exercisable upon not less than ten (10) Business Days’ prior notice to the applicable Lender (with a copy to the Administrative Agent), to (A) prepay in full (but not in part) the Pro Rata Share of the Loan held by such Lender, together with accrued interest thereon and any amounts due to such Lender pursuant to Section 1.11(b)(iii), or otherwise under the Loan Documents or (B) with respect replace such Lender pursuant to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereofSection 1.15. Any prepayment by the Borrower pursuant to this Section 1.2(a)(ii)(A) shall be made by the Borrower directly to the account of the applicable Lender, and (Cexcept as expressly provided above in this Section 1.2(a)(ii), no prepayment by the Borrower pursuant to this Section 1.2(a)(ii)(A) shall have any effect on the Borrower’s obligations with respect to the Second Incremental Term Loansremaining outstanding balance of the Loan to any of the other Lenders hereunder. For the avoidance of doubt, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only shall not be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, subject to the outstanding principal on the Loans on a ratable basis until the Loans are paid Prepayment Fee, and may be in fullan amount less than $5,000,000. If no Event of Default shall have occurred and The Loan, if prepaid, may not be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansreborrowed.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations Outstanding Principal Balance in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will whole, but not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on any Business Day, provided that the following terms and conditions:
conditions are satisfied: (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may becontinuing; (ii) each such Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Mortgage Borrower shall concurrently make a prepayment of all of the outstanding principal balance of the Mortgage Loan, and shall be otherwise satisfy the applicable conditions in an amount equal to at least (A) the Mortgage Loan Documents with respect to the 2020 Loans such prepayment (as evidenced by an Officer’s Certificate and the 2021 Loans, $20,000,000 or, if less, delivery to Lender of a copy of a payoff letter from the entire principal amount of such Loan then outstanding and, Mortgage Lender); (Biv) Borrower shall comply with respect the provisions and pay to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to Lender the Second Incremental Term Loans, the amount and increments applicable amounts set forth in Section 2.4.6 and (iv) Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Joinder Agreement for Note, this Agreement, and any of the Second Incremental Term Loans; other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Borrower under the Mortgage Loan Documents shall be allocated among the Loan and the Mortgage Loan pro rata in accordance with their respective outstanding principal balances immediately prior to such prepayments.
(b) If (i) a Low Cash Flow Trigger Period exists, (ii) Borrower makes a prepayment of the Outstanding Principal Balance hereunder in accordance with paragraph (a) above (other than clause (ii) thereof) (which may be made by using funds in the Cash Collateral Account), and Owner concurrently makes a prepayment of the Mortgage Loan in accordance with paragraph (a) above (which Lender agrees may be made by using funds in the Cash Collateral Account if such prepayment would cure the Trigger Period), (iii) such prepayment may only be prepayments are made on and upon at least two (2) Business Days prior written notice, (iv) the last Business Day of a calendar month.
aggregate amount prepaid by Borrower under this paragraph (c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders concurrently by Owner under the Credit Mortgage Loan Documents until paid in full, second, is equal to any accrued and unpaid interest on or greater than the Loans on a ratable basis until paid in full and third, amount that is required to increase the Debt Yield to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred applicable Debt Yield Cure Level, and be continuing at both the time of (v) Borrower pays to lender the applicable notice and the time of the applicable prepaymentamounts set forth in Section 2.4.6, the references to the Loans in the then such Low Cash Flow Trigger Period will immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.end. -39- Mezzanine Loan Agreement
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Voluntary Prepayments. Except if an Event of Default exists, subject to the Collateral Agency and Intercreditor Agreement and Section 4.4 of this Agreement, the Issuers may prepay all or a portion of the Notes at any time without penalty or premium; except as provided in Section 4.2.1; provided that (aA) Following receipt no Last Out Notes, Intermediate Last Out Notes or Priority Last Out Notes shall be prepaid in cash prior to the First Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes may be made without the consent of all of the information Purchasers holding First Out Notes, (B) no Intermediate Last Out Notes shall be prepaid in cash prior to the Priority Last Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes shall be provided pursuant to made without the consent of all of the Purchasers holding Priority Last Out Notes (for avoidance of doubt the foregoing does not prohibit the payment of Intermediate Last Out Notes on the date set forth in clause (fa)(ii) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by “Maturity Date” without the proceeds prior Payment in Full of Incremental Advance Loansthe Priority Last Out Notes), the Administrative Agent shall have five and (5C) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent no Last Out Notes shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prepaid in cash prior to the expiration Intermediate Last Out Notes or the Priority Last Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such five Notes shall be made without the consent of all of the Purchasers holding Priority Last Out Notes and the Purchasers holding Intermediate Last Out Notes. For any prepayment pursuant to this Section 4.3.2: (5)-Business Day period). In a) until repayment of the event First Out Obligations in full, Issuer Representative shall provide written notice to Notes Agent and each Purchaser of its election to prepay the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments Notes (x) prior to the Incremental Advance Commitment Effective Datesigning of a definitive merger agreement for a Qualified SPAC Merger, at least thirty (30) days prior to the Borrower shall have date of such prepayment, or (y) after the signing of a definitive merger agreement for a Qualified SPAC Merger, at least sixty (60) days from prior to the date of such determination or inability, as prepayment which notice shall specify the case may be, to prepay the remaining balance date of the Loans outstanding under this Agreement proposed prepayment (the “Prepayment Date”); and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Issuer Representative shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in partpay, on the following terms and conditions:
Prepayment Date (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the outstanding principal amount of such prepayment the First Out Notes (including the Contingent Value Rights Payment) to be prepaid together with all accrued and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may beunpaid interest thereon; (ii) each such prepayment shall be in an amount equal to at least (A) solely with respect to a voluntary prepayment of the Last Out Notes, Intermediate Last Out Notes, or Priority Last Out Notes following receipt of consent of the Majority Purchasers if the First Out Obligations have not been paid in full, the Payment Premium with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding andthe Last Out Notes or the Priority Last Out Notes, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loanas applicable, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loansbeing prepaid; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With all other sums, if any, that shall have become due and payable hereunder with respect to each prepayment this Agreement, the Notes to be prepaid and the other Note Documents; the receipt of such amounts shall be deemed Payment in Full for any and all amounts due under the Loans Notes to be prepaid. At any time during the 30 or 60-day notice period (as applicable) prior to the Prepayment Date, any or all holders of any FF Ventures First Out Notes may provide the Issuers with notice of such holders’ intention to convert such FF Ventures First Out Notes or the FF Ventures Intermediate Last Out Notes pursuant to Section 4.01(b4.3.3(c), and any FF Ventures First Out Notes or the amounts prepaid FF Ventures Intermediate Last Out Notes for which such notice is delivered to the Issuers prior to the Prepayment Date shall not be subject to prepayment and shall be appliedconverted to SPAC Conversion Shares in accordance with Section 4.3.3(c) and upon such conversion, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid deemed Paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansFull.”
Appears in 1 contract
Samples: Note Purchase Agreement (Property Solutions Acquisition Corp.)
Voluntary Prepayments. Except if an Event of Default exists, subject to the Collateral Agency and Intercreditor Agreement and Section 4.4 of this Agreement, the Issuers may prepay all or a portion of the Notes at any time without penalty or premium; except as provided in Section 4.2.1; provided that no Last Out Notes shall be prepaid in cash prior to the First Out Notes (aincluding any accrued and unpaid interest) Following receipt being Paid in Full in cash and no voluntary prepayments of the Notes may be made without the consent of all of the information to be provided Purchasers holding First Out Notes. For any prepayment pursuant to clause this Section 4.3.2: (fa) until repayment of the definition First Out Obligations in full, Issuer Representative shall provide written notice to Notes Agent and each Purchaser of Permitted Acquisition with respect its election to each Permitted Acquisition to be funded by prepay the proceeds of Incremental Advance Loans, the Administrative Agent shall have five Notes (5x) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration signing of such five a definitive merger agreement for a Qualified SPAC Merger, at least thirty (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments 30) days prior to the Incremental Advance Commitment Effective Datedate of such prepayment, or (y) after the Borrower shall have signing of a definitive merger agreement for a Qualified SPAC Merger, at least sixty (60) days from prior to the date of such determination or inability, as prepayment which notice shall specify the case may be, to prepay the remaining balance date of the Loans outstanding under this Agreement proposed prepayment (the “Prepayment Date”); and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Issuer Representative shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in partpay, on the following terms and conditions:
Prepayment Date (i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the outstanding principal amount of such prepayment the First Out Notes (including the Contingent Value Rights Payment) to be prepaid together with all accrued and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may beunpaid interest thereon; (ii) each such prepayment shall be in an amount equal to at least (A) solely with respect to a voluntary prepayment of the Last Out Notes following receipt of consent of the Majority Purchasers if the First Out Obligations have not been paid in full, the Payment Premium with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term LoansLast Out Notes being prepaid; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With all other sums, if any, that shall have become due and payable hereunder with respect to each prepayment this Agreement, the Notes to be prepaid and the other Note Documents; the receipt of such amounts shall be deemed Payment in Full for any and all amounts due under the Loans Notes to be prepaid. At any time during the 30 or 60-day notice period (as applicable) prior to the Prepayment Date, any or all holders of any FF Ventures First Out Notes may provide the Issuers with notice of such holders’ intention to convert such FF Ventures First Out Notes pursuant to Section 4.01(b4.3.3(c), and any FF Ventures First Out Notes for which such notice is delivered to the amounts prepaid Issuers prior to the Prepayment Date shall not be subject to prepayment and shall be appliedconverted to SPAC Conversion Shares in accordance with Section 4.3.3(c) and upon such conversion, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid deemed Paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansFull.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Property Solutions Acquisition Corp.)
Voluntary Prepayments. Subject to Section 4.08, Borrower may, upon notice delivered to the Agent not later than 11:00 A.M. (aNew York City time) Following receipt of all of the information to be provided pursuant to clause three (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (53) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating (or, in the Incremental Advance Commitments to fund such Permitted Acquisition(scase of a prepayment of ABR Loans or Swing Loans, one (1) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent Business Day) prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination prepayment stating the aggregate principal amount of the prepayment and the Committed Loans or inabilitySwing Loans, as the case may be, to be prepaid, prepay the remaining balance outstanding principal amounts of such Committed Loans comprising part of the same Committed Borrowing in whole or ratably in part or Swing Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, as the case may be, together with accrued interest to the date of such prepayment on the following terms principal amount prepaid; provided, however, that all such prepayments shall be made without premium or penalty thereon; and conditions:
provided further that losses incurred by any Bank under Section 4.08 shall be payable with respect to each such prepayment in the manner set forth in Section 4.08. Such notice shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments with respect to any Tranche of Committed LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (ia) $10,000,000 or an integral multiple of $1,000,000 in excess thereof or (b) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the aggregate principal amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Committed LIBOR Rate Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lendersthen outstanding, as the case may be; (ii) each such provided, that, no partial prepayment shall of any Tranche of Committed LIBOR Rate Loans may be in an amount equal to at least (A) made if, after giving effect thereto, Section 2.03 would be contravened. Partial prepayments with respect to the 2020 ABR Loans and the 2021 Loans, $20,000,000 or, if less, the entire Swing Loans shall be made in an aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect equal to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day lesser of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche $5,000,000 or Tranches selected by the Borrower an integral multiple of $1,000,000 in excess thereof or (ii) if the Borrower aggregate principal amount of ABR Loans or Swing Loans then outstanding, as the case may be; provided, that, no partial prepayment of ABR Loans may be made no such selectionif, first to the 2020 Loansafter giving effect thereto, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansany Committed Borrowing would have an outstanding principal amount less than $5,000,000.
Appears in 1 contract
Samples: Revolving Credit Agreement (Reliant Energy Resources Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Company shall have the right to prepay privilege of prepaying the remaining balance of Revolving Credit Notes and the Loans outstanding under this Agreement, Supplemental Revolving Credit Notes in whole or in part (but if in part, then in a minimum amount of $50,000 or such greater amount which is an integral multiple of $50,000) and the Acquisition Financing Notes and the Term Notes in whole or in part (but if in part, then in a minimum amount of $100,000 or such greater amount which is an integral multiple of $100,000) at any time upon 1 Business Day's prior notice to the Agent (such notice if received subsequent to 12:00 noon Chicago time on a given day to be treated as though received at the opening of business on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior theretonext Business Day), which shall promptly be transmitted so notify the Lenders, by paying to the Administrative Agent to each for the account of the relevant Lenders, as Lenders the case may be; principal amount to be prepaid and (iii) each if such a prepayment shall be in an amount equal to at least (A) with respect prepays the Term Notes relating to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid same Borrowing in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, thereon to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event date of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if such a prepayment prepays the Borrower made no such selectionRevolving Credit Notes in full and is accompanied by the termination in whole of the Revolving Credit Commitments, first accrued interest thereon to the 2020 Loansdate of prepayment plus any commitment fee which has accrued and is unpaid plus any prepayment fee due under Section 3.8 hereof, second (iii) if such a prepayment prepays the Acquisition Financing Notes in full and is accompanied by the termination in whole of the Acquisition Financing Commitments, accrued interest thereon to the 2021 Loans date of prepayment plus any commitment fee which has accrued and thenis unpaid plus any prepayment fee due under Section 3.8 hereof, pro rata(iv) if such a prepayment prepays the Supplemental Revolving Credit Notes in full and is accompanied by the termination in whole of the Supplemental Revolving Credit Commitments, accrued interest thereon to the Initial Restatement Advance Loans anddate of prepayment plus any prepayment fee due under Section 3.8 hereof, and (v) any amounts due to the Incremental Advance Loans and the Second Incremental Term LoansLenders under Section 2.8 hereof.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to --------------------- prepay the remaining balance of the Loans outstanding under this AgreementLoans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of (A) its the Borrower's intent to make prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such prepaymentnotice is given prior to 11:00 A.M. (New York time)) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, (B) whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and (C) if no Event the Types of Default shall have occurred and Loans to be continuing at both prepaid and, in the time case of such notice and the time of such prepaymentEurodollar Loans, the Tranche of the Loans it would like specific Borrowing or Borrowings pursuant to prepay, no later than 5:00 p.m. thirty (30) calendar days prior theretowhich made, which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of at least $1,000,000 (or $100,000 in the case of Swingline Loans), provided that if any partial prepayment of Eurodollar Loans made pursuant to any -------- Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Loan Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then outstanding and, (B) such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect to any Initial Restatement Advance Loan thereto given by the Borrower shall have no force or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loanseffect; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among --- ---- such Revolving Loans, provided that at the Borrowers' election in connection -------- with any prepayment of Revolving Loans pursuant to this Section 4.01(b4.01(a), the amounts prepaid such prepayment shall be appliednot, so long as no Application Default or Event shall of Default then exists, be applied to the prepayment of Revolving Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have occurred and be continuingbeen approved by the Required Lenders, firstthe Borrower may, to pay any fees and expenses upon five Business Days' written notice by an Authorized Representative of the Agents and Borrower to the Lenders under Administrative Agent at the Credit Documents until paid in fullNotice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, second, to any together with accrued and unpaid interest on the Loans on a ratable basis until paid interest, Fees, and other amounts owing to such Lender in full accordance with, and third, subject to the outstanding principal on requirements of, said Section 13.12(b) so long as (A) the Loans on a ratable basis until Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the Loans are paid changed Commitments) and (B) the consents required by Section 13.12(b) in full. If no Event of Default shall connection with the repayment pursuant to this clause (b) have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Samples: Credit Agreement (Waters Corp /De/)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Term Loans outstanding under this Agreement, and Revolving Loans incurred by it in whole or in partpart from time to time, without premium or penalty, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent at the Agent's Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay the Loans, (B) the amount of such prepayment and (C) if no Event and, in the case of Default Reserve Adjusted Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall have occurred and be continuing given by the Borrower at both least one Business Day prior to the time date of such prepayment and which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may beBanks; (ii) each such partial prepayment of any Borrowing shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, at least $5,000,000 100,000 and integral multiples of $1,000,000 increments 100,000 in excess of that amount; provided that no partial prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan Facility (or Portion thereof, and (C) with respect shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term LoansMinimum Borrowing Amount; and (iii) such prepayment Reserve Adjusted Eurodollar Loans may only be made prepaid pursuant to this Section 3.01 on the last Business Day day of a calendar month.
(c) With respect an Interest Period applicable thereto. Voluntary prepayments of Loans under the Term Portion of the Loan Facility shall be applied to each the prepayment of the outstanding principal amount of Term Loans pursuant pro rata to Section 4.01(b), the amounts prepaid all remaining Scheduled Term Loans Principal Payments such that each Scheduled Term Loans Principal Payment then remaining shall be applied, so long as no Application Event shall have occurred reduced by an amount equal to the product of (A) such payment and be continuing, first, (B) a fraction of which the numerator is equal to pay any fees and expenses the amount of the Agents such Scheduled Term Loans Principal Payment then remaining and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, denominator is equal to the outstanding principal on the amount of all Scheduled Term Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term LoansPrincipal Payments remaining.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right at any time and from time to time to prepay the remaining balance all or any portion of the Loans outstanding under this Agreementwithout premium or penalty (but subject to Section 3.5), in whole or in partby delivering to the Administrative Agent an irrevocable written notice thereof at least three (3) Business Days (except as provided below) prior to the proposed prepayment date, on the following terms and conditions:
specifying (i) the Borrower Class(es) and Type(s) of Loans to be prepaid, (ii) the amount to be prepaid and (iii) the date of prepayment, whereupon the amount specified in such notice shall give be due and payable on the date specified, provided that any Revolving Loan may be prepaid on the same day that such notice of prepayment is given. Upon receipt of each such notice, the Administrative Agent written notice (or telephonic notice shall promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such notify each relevant Lender thereof. Each partial prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like pursuant to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment this subsection shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 LoansMinimum Prepayment Amount, $20,000,000 or, if less, the entire outstanding principal amount balance of such Loan then outstanding and, (B) the Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a Borrowing, a conversion or a continuation) on the same date and which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall equal or exceed (subject to Section 3.3) the Minimum Prepayment Amount. Any prepayment of Term Loans pursuant to this Section 2.7(a) shall be applied first to the remaining scheduled repayments of principal on the Term Loans being prepaid, in accordance with Section 2.6(a), including any Initial Restatement Advance scheduled repayments of Incremental Term Loans pro rata among the applicable Term Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments Lenders in excess thereof, and (C) accordance with their respective Applicable Term Loan -45- Exposures with respect to the Second Incremental such Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and thenremaining outstanding principal balance on such Term Loans, pro rata, rata among the applicable Term Loan Lenders in accordance with their respective Applicable Term Loan Exposures with respect to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental such Term Loans.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance any or all of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepaymentprepay, (B) the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Borrower to Agent by 12:00 noon (CNew York City time) if no Event of Default shall have occurred and be continuing at both least three Business Days prior to the time date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at least $1,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.2 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all Loans then outstanding. Voluntary prepayments of Term Loans may not be made utilizing proceeds of Revolving Loans or Swing Line Loans and shall be applied first to the Scheduled Term A Repayments and the Scheduled Term B Repayments due within the 6 month period following the date of such prepayment in direct order of maturity and, thereafter, shall be applied in proportional amounts equal to the Term A Percentage and Term B Percentage (in each case, after giving effect to the prepayments made to the Scheduled Term A Repayments and Scheduled Term B Repayments due within such 6 month period as specified above), as the case may be; (ii) , of such remaining prepayment, if any, and within each such prepayment Term Loan, shall be in an amount equal applied to at least (A) reduce the remaining Scheduled Term A Repayments and Scheduled Term B Repayments on a pro rata basis. The notice provisions, the provisions with respect to the 2020 Loans minimum amount of any prepayment, and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding andthis Section 4.2 are for the benefit of Agent and may be waived unilaterally by Agent.
(b) In the event of certain refusals by a Lender to consent to certain proposed amendments, (B) changes, supplements, waivers, discharges or terminations with respect to any Initial Restatement Advance Loan or Incremental Advance Loanthis Agreement which have been approved by the Required Lenders as provided in Section 11.1(b), $5,000,000 and $1,000,000 increments in excess thereofBorrower shall have the right, and upon five (C5) with respect Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Second Incremental Term Lenders), to repay all Loans, the amount together with accrued and increments set forth unpaid interest, fees and all other amounts due and owing to such Lender in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to accordance with said Section 4.01(b11.1(b), the amounts prepaid shall be applied, so long as no Application Event (A) in the case of the repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (B) in the case of the repayment of Loans of any Lender, the consents required by Section 11.1(b) in connection with the repayment pursuant to this clause (b) shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Company shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, part from time to time on the ---------------------- following terms and conditions:
(i) the Borrower conditions Company shall give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay the Loans, whether such prepaymentLoans are Term Loans, (B) Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by Company to Administrative Agent by 1:00 p.m. (CNew York City time) if no Event at least three Business Days prior in the case of Default shall have occurred Eurocurrency Loans and be continuing at both least one Business Day prior in the time case of Base Rate Loans to the date of such prepayment and which notice and shall (except in the time case of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30Swing Line Loans) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant applicable Lenders, as the case may be; ;
(iia) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
(b) Eurocurrency Loans may only be prepaid pursuant to this Section 4.3 on the last day of an Interest Period applicable thereto ----------- or on any other day subject to Section 3.5; -----------
(c) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing provided, -------- that such prepayment shall not be applied to any Loans of a Defaulting Lender at any time when the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Pro Rata Share of all Loans then outstanding;
(d) each voluntary prepayment of Term Loans shall be applied to the Scheduled Term Repayments in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to the pro rata prepayment of the Scheduled Term Repayments for such Term Loan. Unless otherwise specified by Company, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurodollar Loans as Company shall request (and in an amount equal to at least (A) the absence of such request, as Administrative Agent shall determine). The notice provisions with respect to the 2020 Loans minimum amount of any prepayment and the 2021 Loans, $20,000,000 or, if less, the entire principal provisions requiring prepayments in integral multiples above such minimum amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement this Section 4.3 are for the Second Incremental Term Loans; benefit of Administrative Agent and (iii) such prepayment may only be made on the last Business Day of a calendar monthwaived unilaterally by ----------- Administrative Agent.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Us Can Corp)
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding Loans, without premium or penalty (other than payments required under this Agreementdocuments referred to in Section 4.01(e)), in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentLoans, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred the specific Borrowing or Borrowings pursuant to which such Loans were made, and be continuing at both the time of such which notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an aggregate principal amount equal to of at least $1,000,000 (Aor such lesser amount as is reasonably acceptable to the Administrative Agent), provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;
(iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.11; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the 2020 Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and the 2021 Loans, $20,000,000 orof such Lender (including all amounts, if lessany, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans owing pursuant to Section 4.01(b2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the amounts prepaid shall be appliedrequirements of, said Section 14.12(b), so long as no Application Event shall the consents, if any, required under Section 14.12(b) in connection with the prepayment pursuant to this clause (b) have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansbeen obtained.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give may at any time on at least [*] Business Days’ prior written notice to the Administrative Agent written notice Agent, voluntarily prepay the Loan; provided that (or telephonic notice promptly confirmed in writingx) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each any such prepayment shall be in an a minimum amount equal to at least of [*] (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal remaining amount of such the Loan then outstanding andoutstanding); (y) any such prepayment shall be applied pursuant to Section 1.3; and (z) any such prepayment shall be accompanied by all accrued interest thereon together with the Prepayment Fee, if any, payable upon such prepayment and any additional amounts payable pursuant to Section 1.12. Each prepayment of the Loan pursuant to this Section 1.2(a)(i) shall be paid to the Lenders in accordance with their respective Pro Rata Shares.
(ii) Notwithstanding anything to the contrary in Section 1.2(a)(i) above and without limiting the Borrower’s obligations under Section 1.10, in the event that the Borrower receives notice from any Lender of any amounts that the Borrower is required to pay to such Lender pursuant to Section 1.10(b)(iii), the Borrower and such Lender shall negotiate in good faith in order to arrive at a mutually acceptable alternative means of restructuring the Pro Rata Share of the Loan held by such Lender in order to mitigate, minimize or eliminate such costs in the future. In the event that the Borrower and such Lender are not able to agree, within thirty [*] following the date of the notice to the Borrower of amounts due under Section 1.10(b)(iii), on an alternative means of restructuring the Pro Rata Share of the Loan held by such Lender, then the Borrower shall have the right, exercisable upon not less than [*] Business Days’ prior notice to the applicable Lender (with a copy to the Administrative Agent), to (A) prepay in full (but not in part) the Pro Rata Share of the Loan held by such Lender, together with accrued interest thereon and any amounts due to such Lender pursuant to Section 1.10(b)(iii), or otherwise under the Loan Documents or (B) with respect replace such Lender pursuant to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereofSection 1.14. Any prepayment by the Borrower pursuant to this Section 1.2(a)(ii)(A) shall be made by the Borrower directly to the account of the applicable Lender, and (Cexcept as expressly provided above in this Section 1.2(a)(ii), no prepayment by the Borrower pursuant to this Section 1.2(a)(ii)(A) shall have any effect on the Borrower’s obligations with respect to the Second Incremental Term Loansremaining outstanding balance of the Loan to any of the other Lenders hereunder. For the avoidance of doubt, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only shall not be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, subject to the outstanding principal on the Loans on a ratable basis until the Loans are paid Prepayment Fee, and may be in fullan amount less than [*]. If no Event of Default shall have occurred and The Loan, if prepaid, may not be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansreborrowed.
Appears in 1 contract
Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementLoans, without premium or penalty, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office, at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepayment, (B) Loans and the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such partial prepayment of Loans pursuant to this Section 4.01 shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire aggregate principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and at least $1,000,000 increments in excess thereof, and (C) with respect or such lesser amount as is acceptable to the Second Incremental Term Loans, the amount and increments set forth Administrative Agent in the Joinder Agreement for the Second Incremental Term Loans; and any given case);
(iii) such at the time of any prepayment may only be made of Loans pursuant to this Section 4.01 which occurs on any date other than the last Business Day day of a calendar month.the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;
(civ) With respect to except as expressly provided in clause (v) below, each prepayment of the Loans pursuant to this Section 4.01(b), the amounts prepaid 4.01 shall be appliedallocated among the Lenders pro rata in accordance with the principal amount of the Loans held by such Lenders, and shall be applied to the future Scheduled Amortization Payment Amounts due on the Payment Dates and the final installment (the “balloon” payment) amount due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments, provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not, so long as no Application Event of Default then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and
(v) in the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 11.13(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall have occurred and be continuing, first, promptly transmit to pay any fees and expenses each of the Agents and the Lenders under the Credit Documents until paid in fullLenders) repay all Loans, second, to any together with accrued and unpaid interest on the Loans on a ratable basis until paid interest, Fees, and other amounts owing to such Lender in full accordance with, and third, subject to the outstanding principal on requirements of, said Section 11.13(b) so long as (I) all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 4.02(d) (at which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) and (II) the consents, if any, required under Section 11.13(b) in connection with the repayment pursuant to this clause (a) have been obtained.
(b) Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and prepaid pursuant to this Section 4.01 may not be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansreborrowed.
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Voluntary Prepayments. (a) Following receipt of all of the information Each Borrower from time to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance time may prepay its Revolving Credit Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndicationSwing Line Loans, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementTerm Loans, in whole or in part, on without premium or penalty, upon irrevocable written notice to the following terms Agent given at least as early before the proposed date of such prepayment as the corresponding time specified in Section 2.3(a) hereof for notice of the borrowing of a Revolving Credit Loan of the loan type to be prepaid, specifying the date of prepayment and conditions:
the amount of the prepayment; provided, however, that (i) the Borrower shall give the Administrative Agent written notice entire Aggregate Revolving Credit Commitment may not be terminated (or telephonic notice promptly confirmed although all Revolving Credit Loans may be paid off in writingfull) of (A) its intent to make such prepaymentwhile any Term Loan remains outstanding, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) except for prepayments necessitated by Section 8.6(b) hereof, each such partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, not less than $20,000,000 or, if less, the entire principal amount 500,000 or any integral multiple of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments 100,000 in excess thereof, (iii) except for prepayments necessitated by the Borrowers' election to reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, neither Borrower may prepay any Term Loan unless all Revolving Credit Loans have been paid off in full and the Aggregate Revolving Credit Commitment terminated, (Civ) with respect neither Borrower may prepay any LIBOR Rate Loan prior to the Second Incremental Term Loanslast day of the Interest Period therefor and neither Borrower may prepay any Swing Line Loan prior to the last day of the Swing Line Interest Period therefor. To the extent possible, the Borrowers shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and LIBOR Rate Loans second. Any prepayment of LIBOR Rate Loans shall be subject to Section 2.11 hereof. If any notice of prepayment is given, the amount specified in such notice shall be due and increments set forth payable in the Joinder Agreement for manner and by the Second Incremental Term Loans; and (iiitime provided in Section 3.2 hereof on the date specified in such notice, together with accrued interest thereon to such date as provided in Section 2.2(c) hereof. Any such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect Revolving Credit Loan may be reborrowed, subject to each the terms and conditions of this Agreement, from time to time. Any prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall a Term Loan may not be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansreborrowed.
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Voluntary Prepayments. (a) Following receipt of all of the information to be Except as provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (below and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement provided in Subsection 4.5.2 and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms Sections 9.4 and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied9.5 hereof, so long as no Application Event shall have of Default has occurred and be is continuing, firstall Voluntary Prepayments (but excluding payments Borrower designates for application to the Revolving Loan, other than the Voluntary Converted Loan and the Automatic Converted Loan) shall be applied to pay any fees the Floating Rate Tranche, the Voluntary Converted Loan, and expenses the Automatic Converted Loan, pro rata (based on the outstanding principal balance owing under each such Loan divided by the principal balance owing under all such Loans, determined in each case as of the Agents date of application of such Voluntary Prepayment). Notwithstanding the foregoing, each Syndication Party to whom has been allocated a portion of the Voluntary Converted Loan, has the absolute right to refuse to accept any Voluntary Prepayments on its portion of the Voluntary Converted Loan until the Floating Rate Tranche and the Lenders under Automatic Converted Loan have been repaid in full (in which case such Voluntary Prepayment shall be allocated between the Credit Documents until paid Automatic Converted Loan and the Floating Rate Tranche substantially in the manner provided above). After the Floating Rate Tranche and the Automatic Converted Loans have been repaid in full, secondBorrower, at its sole discretion, may direct that Voluntary Prepayments be applied to any accrued the Voluntary Converted Loan or the Fixed Rate Tranche. To the extent Voluntary Prepayments are applied to the Voluntary Converted Loan, the Automatic Converted Loan, or the Term Loan, they shall be applied first to the four principal installments next coming due with respect to each such Loan, and unpaid interest on the Loans second to remaining installments coming due with respect to each such Loan on a ratable basis until paid basis. However, notwithstanding any of the foregoing provisions of this Subsection, upon the occurrence and during the continuance of an Event of Default, all prepayments shall be applied, as the Administrative Agent in full and thirdits sole discretion shall determine, to fees, interest or principal indebtedness under the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepaymentNotes, the references or to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansany other Bank Debt.
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this AgreementClass A Loans, in whole or in partpart from time to time in accordance with the terms and conditions of this Section 4.2. If, prior to the Fourth Anniversary, the Borrower prepays all or any part of the principal balance of the Class A Loans, then on the following terms Make-Whole Payment Date, the Borrower shall pay to each Class A Lender of the Class A Loans that are so prepaid, in addition to the principal of such Class A Loans and conditions:accrued interest thereon to but excluding the Make-Whole Payment Date, an amount equal to the Make-Whole Amount. For the avoidance of doubt, and as a result of the impracticability and extreme difficulty of ascertaining actual damages, it is understood and agreed that any Make-Whole Amount shall be presumed to be the liquidated damages sustained by each Class A Lender as a result of the early termination of the Class A Loans, and the Borrower agrees that such amounts shall constitute Obligations under the Supplemented Term Loan Agreement. With respect to any prepayment of the Class A Loans on or after the Fourth Anniversary, the Make-Whole Amount shall be zero.
(ib) the The Borrower shall give the Administrative Term Agent at the Term Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) prepayment and the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, which notice shall be given by the Tranche of the Loans it would like to prepay, Borrower no later than 5:00 1:00 p.m. thirty (30) calendar days prior thereto, which on the Business Day immediately preceding the date of such prepayment and shall promptly be transmitted by the Administrative Term Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) Each partial prepayment of Class A Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof.
(d) With respect to each prepayment of the Class A Loans pursuant to elected under this Section 4.01(b)4.2, the amounts prepaid each prepayment of Class A Loans shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of applied pro rata among the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Class A Loans.
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Voluntary Prepayments. The Borrowers shall have the right at any time after the second anniversary of the Closing Date and from time to time thereafter to deliver a written notice to the Administrative Agent containing an offer by the Borrowers to prepay the Loans in whole (but not in part) on a Business Day set forth in such notice (such date, a “Voluntary Prepayment Date”) which is not earlier than 60 days following the date on which such notice is actually received by the Administrative Agent (such date, a “Voluntary Prepayment Notice Date”), and the Lenders shall accept such offer if, and only to the extent that, (a) Following receipt of all the Borrowers shall have entered into a Registration Rights Agreement for the benefit of the information Initial Lenders in form and substance reasonably acceptable to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent Initial Lenders prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inabilityoffer, as (b) such prepayment is permitted under the case may beReference Subordination Agreement, (c) the Borrowers deliver to the Lenders documentation in substance and form reasonably satisfactory to the Lenders evidencing that the Borrowers have binding commitments from financing sources (including cash on hand) acceptable to the Lenders to finance such prepayment, in an amount not less than the aggregate outstanding principal amount of, and interest on, the Loans through the Voluntary Prepayment Date (including any additional amounts under Sections 4.2(b)(ii) and 6.5), and (d) the Voluntary Prepayment Compensation Condition has been satisfied. Any such notice to prepay the remaining balance Loans shall be irrevocable and in case the Borrowers deliver such notice and the conditions under clauses (a) through (d) above are satisfied, the Loans shall become due and payable in full on the Voluntary Prepayment Date. Notwithstanding the foregoing, subject to the Reference Subordination Agreement, to the extent the Borrowers shall have entered into a Registration Rights Agreement for the benefit of the Loans outstanding under this Agreement Initial Lenders in form and all other Obligations in full. The prepayment in full substance reasonably acceptable to the Initial Lenders prior to the date of any IPO, the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower Borrowers shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or (but not in part, on the following terms and conditions:
) at any time (i) subject to a five Business Days prior written notice to such effect from the Borrower shall give Representative to the Administrative Agent written notice Agent) after such IPO without any obligation to comply with the foregoing provisions of this Section 6.2.1 other than clause (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar monthb).
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loans.
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Voluntary Prepayments. (aas defined in the First Lien Credit Agreement) Following receipt and (z) the Loans) made by the Borrower and the subsidiaries during such fiscal year, but only to the extent that such prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vi) cash used during such fiscal year to finance Permitted Acquisitions or (without duplication) to be used to finance Permitted Acquisitions for which a binding agreement was entered into during such fiscal year, in each case except to the extent financed (or proposed to be financed) with the proceeds of Indebtedness (other than Revolving Loans or Swingline Loans (in each case, as defined in the First Lien Credit Agreement)), equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (vii) the aggregate amount of Restricted Payments made during such fiscal year in cash in accordance with Section 6.06(a)(ii); (viii) the aggregate amount of cash payments made during such fiscal year on account of or otherwise in connection with any of the information to be provided pursuant to clause charges, costs or expenses described in sub-clauses (fa)(vi), (vii), (viii), (ix), (xi) and (xii) of the definition of Permitted Acquisition with respect to Consolidated EBITDA, in each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior case to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations extent included in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, in whole or in part, on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may bedetermining Consolidated EBITDA; (iiix) each such prepayment shall be in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to aggregate gain on any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected Asset Sale by the Borrower or (ii) if the Borrower made no its Subsidiaries during such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro ratafiscal year, to the Initial Restatement Advance Loans andextent included in determining Consolidated Net Income; and (x) an amount equal to the aggregate gain on any event which would be an Asset Sale by the Borrower or its Subsidiaries during such fiscal year but for the parenthetical clause in clause (b) of the definition thereof, to the Incremental Advance Loans and the Second Incremental Term Loansextent included in determining Consolidated Net Income.
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Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans (provided, that any such voluntary prepayment shall be applied pro rata to outstanding under this AgreementFirst Priority Term Loans and outstanding Second Priority Term Loans), without premium or penalty except as provided by law, in whole or in part, part at any time and from time to time on the following terms and conditions:
(i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make prepay such prepaymentLoans, (B) whether First Priority Term Loans or Second Priority Term Loans shall be prepaid, the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice and the time of such prepayment, the Tranche of the Loans it would like specific Borrowing or Borrowings pursuant to prepay, no later than 5:00 p.m. thirty (30) calendar days prior theretowhich made, which shall promptly be transmitted by notice the Administrative Agent shall promptly transmit to each of the relevant Lenders, as the case may be; ;
(ii) each such prepayment shall be in an aggregate principal amount equal to of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.10;
(iv) in the event of certain refusals by a Lender as provided in Section 14.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 14.12(b) so long as prior to the Commitment Termination Date (A) with respect in the case of the prepayment of Second Priority Term Loans of any Lender pursuant to this clause (iv) the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount Second Priority Term Loan Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Second Priority Term Loan then outstanding andCommitments), (B) in the case of the prepayment of First Priority Term Loans of any Lender pursuant to this clause (iv) the First Priority Term Loan Commitment of such Lender (if any) is terminated concurrently with respect such prepayment (at which time Schedule I shall be deemed modified to any Initial Restatement Advance reflect the changed First Priority Term Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, Commitments) and (C) the consents required by Section 14.12(b) in connection with respect the prepayment pursuant to the Second Incremental Term Loans, the amount and increments set forth this clause (iv) have been obtained; and
(v) except as expressly provided in the Joinder Agreement for the Second Incremental Term Loans; and preceding clause (iii) such prepayment may only be made on the last Business Day of a calendar month.
(c) With respect to iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing. Each prepayment of principal of First Priority Term Loans pursuant to this Section 4.01(b), the amounts prepaid 4.01 shall be applied, so long as no Application Event shall have occurred and be continuing, first, applied to pay any fees and expenses reduce the then remaining Scheduled Repayments of First Priority Term Loans pro rata based upon the then remaining principal amounts of the Agents and the Lenders under the Credit Documents until paid in full, second, Scheduled Repayments of First Priority Term Loans after giving effect to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansall prior reductions thereto.
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Voluntary Prepayments. Except for regular payments of interest and principal as provided hereunder, prepayments, (ai) Following receipt of all shall not be permitted during the Revolving Loan Term except for any prepayment of the information Note Receivable Loan Component received by Lender on or before January 31, 2011 (which prepayment shall not be subject to a Prepayment Premium), and (ii) may be provided pursuant made, subject to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance LoansSection 2.6 hereof, the Administrative Agent shall have in whole, but not in part, upon five (5) Business Days days prior written notice to evaluate each the Lender at any time after the end of the Revolving Loan Term upon payment of the applicable Prepayment Premium (whether such Permitted Acquisition prepayment results from voluntary payments by Borrower, acceleration, or otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to determine whether it will undertake syndicating the Incremental Advance Commitments to fund make such Permitted Acquisition(s) (prepayment shall not violate this Section 2.5(a)(i), and the Administrative Agent no Prepayment Premium shall be deemed to have confirmed the undertaking payable as a result of any such syndication payment by Purchasers; and (B) if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, at any time the Borrower shall have sixty (60) days from wishes to release any Pledged Notes Receivable for the date purpose of such determination including those Pledged Notes Receivable in a securitization, pooling or inabilitysimilar conduit transaction, as the case and after 30 days’ prior written notice to Lender, Borrower may be, to prepay the remaining principal balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event.
(b) The Borrower shall have the right to prepay the remaining balance of the Loans outstanding under this Agreement, Loan in whole or in part, on to the following terms and conditions:
(i) extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be equal to or less than the Borrowing Base, and, except as provided in Section 2.6 hereof, no Prepayment Premium will be due where such prepayment is the result of a securitization closing, as certified by Borrower to Lender. If Borrower voluntarily prepays the entire Receivables Loan Component, then Borrower shall give pay to Lender the Administrative Agent written notice (fee described in Section 2.6 hereof, shall no longer be entitled to Advances of the Acquisition Loan Component or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the time of such notice Inventory Loan Component and the time of such prepayment, outstanding principal balance under the Tranche of Inventory Loan Component and the Loans it would like to prepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be; (ii) each such prepayment Acquisition Loan Component shall be repaid as provided in an amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such prepayment may only be this Section 2.5(a)(i). Any payments made on the last Business Day of a calendar month.
(c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid 2.5A hereof shall not be applied, so long as no Application Event shall have occurred and deemed to be continuing, first, prepayments subject to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of the applicable notice and the time of the applicable prepayment, the references to the Loans in the immediately preceding sentence shall refer to (i) to the Tranche or Tranches selected by the Borrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Incremental Advance Loans and the Second Incremental Term Loansthis Section 2.5.”
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Samples: Loan and Security Agreement (Silverleaf Resorts Inc)
