Voluntary Prepayment. (a) Each Borrower shall, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs. (b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as: (i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and (ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments).
Appears in 2 contracts
Sources: Senior Facilities Agreement (Buhrmann Nv), Senior Facilities Agreement (Corporate Express N.V.)
Voluntary Prepayment. (a) Each Except as provided herein, Borrower shall, if it (shall not have the right to prepay the Loan in whole or the Parent on in part. Borrower may at its behalf) has given to the Agent not less than 3 Business Days’ option and upon prior written notice to that effectAdministrative Agent as set forth herein, repay an Advance prepay the Debt in whole or in part on any Business Day (but if in part, in an amount a “Prepayment Date”); provided that reduces the Euro Amount such prepayment is accompanied by payment of the relevant Advance Breakage Costs, the Prepayment Premium (if applicable) and the applicable Interest Shortfall. Administrative Agent shall not be obligated to accept any prepayment unless it is accompanied by payment of the Breakage Costs, the Prepayment Premium (if applicable) and the applicable Interest Shortfall due in connection therewith. As a minimum amount condition to any voluntary prepayment, Borrower shall give Administrative Agent written notice (a “Prepayment Notice”) of €1,000,000 its intent to prepay, which notice must be given at least ten (10) Business Days and an integral multiple of €1,000,000not more than ninety (90) together with accrued interest on the amount repaid without premium or penalty but subject days prior to the payment of any Break Costs.
(b) In the event of certain refusals Prepayment Date and must specify such proposed Prepayment Date. A Prepayment Notice given by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) Borrower to consent to certain proposed changes, waivers, discharges or terminations with respect Administrative Agent pursuant to this Agreement which have been approved Section 2.7(a) may be revoked by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower revocation delivered to Lender no later than three (3) Business Days prior to the Prepayment Date specified in any such Prepayment Notice; provided that in connection with such revocation Borrower shall pay Administrative Agent (which notice the all reasonable out-of-pocket costs and expenses incurred by Administrative Agent shall promptly transmit and Lenders, including, without limitation, any Breakage Costs or similar expenses incurred in connection with such anticipated prepayment. Concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of each of the Lenders) repay all Outstandings, together with accrued Mezzanine Loan shall be made and unpaid interest, fees, and other amounts owing Borrower shall provide Administrative Agent evidence reasonably satisfactory to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment Administrative Agent of such Lender (if any), is terminated concurrently with such repayment (at which time Part I prepayment of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Mezzanine Loans.
Appears in 2 contracts
Sources: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it (in whole or the Parent on its behalf) has given to the Agent not less than 3 in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that effect, repay an Advance in whole or in part (but if in part, each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and is an integral multiple of €1,000,000) together with accrued interest on $1,000,000 and not less than $5,000,000 in the amount repaid without premium or penalty but subject to the payment case of any Break Costsa Term Borrowing.
(b) In Voluntary prepayments of any Class of Term Loans shall be applied against the event remaining scheduled installments of certain refusals principal due in respect of the applicable Class of Term Loans under Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the Tranche B Term Loans on a Lender as provided in Clause 45.7 pro rata basis (Replacement or on a greater than pro rata basis) determined by reference to all Term Loans then outstanding.
(c) Each notice of non-Instructing Group Lenderprepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to consent be prepaid, shall be irrevocable and shall commit the Borrower to certain prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may (x) revoke such notice prior to the proposed changesdate of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, waivershowever, discharges or terminations that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Agreement which have been approved Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing interest on the principal amount to such Lender (or owing be prepaid to such Lender with respect to each Facility which gave rise to but excluding the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement date of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)payment.
Appears in 2 contracts
Sources: Credit Agreement (Walter Investment Management Corp), Credit Agreement (Walter Investment Management Corp)
Voluntary Prepayment. (a) Each Except as provided herein, Borrower shall, if it (shall not have the right to prepay the Loan in whole or the Parent on in part. Borrower may at its behalf) has given to the Agent not less than 3 Business Days’ option and upon prior written notice to that effectLender as set forth herein, repay an Advance prepay the Debt in whole or in part on any Business Day (but if in part, in an amount a “Prepayment Date”); provided that reduces the Euro Amount such prepayment is accompanied by payment of the relevant Advance Breakage Costs, the Prepayment Premium (if applicable) and the applicable Interest Shortfall. Lender shall not be obligated to accept any prepayment unless it is accompanied by payment of the Breakage Costs, the Prepayment Premium (if applicable) and the applicable Interest Shortfall due in connection therewith. As a minimum amount condition to any voluntary prepayment, Borrower shall give Lender written notice (a “Prepayment Notice”) of €1,000,000 its intent to prepay, which notice must be given at least ten (10) Business Days and an integral multiple of €1,000,000not more than ninety (90) together with accrued interest on the amount repaid without premium or penalty but subject days prior to the payment of any Break Costs.
(b) In the event of certain refusals Prepayment Date and must specify such proposed Prepayment Date. A Prepayment Notice given by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph Section 2.7(a) may be revoked by written notice of revocation delivered to Lender no later than three (b3) Business Days prior to the Prepayment Date specified in any such Prepayment Notice; provided that in connection with such revocation Borrower shall pay Lender all reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, any Breakage Costs or similar expenses incurred in connection with such anticipated prepayment. Concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), (i) a simultaneous pro-rata prepayment of the Revolving Facility Commitment Mezzanine A Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of such Lender (if any), is terminated concurrently with such repayment (at which time Part I prepayment of Schedule 1 (Lenders the Mezzanine A Loan and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case a simultaneous pro-rata prepayment of the repayment of any Term Facility Outstandings of any Mortgage Loan shall be made and Borrower shall provide Lender pursuant evidence reasonably satisfactory to this paragraph (b), the Term Facility Commitment Lender of such Lender (if any) is terminated concurrently with such repayment (at which time Part I prepayment of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Mortgage Loan.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Voluntary Prepayment. (a) Each Borrower shallThe Borrowers shall not repay, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount any portion of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Principal Amount prior to the payment of any Break Costsdate that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”).
(b) In Subject to the event rest of certain refusals by a Lender as provided this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges whole or terminations with respect to this Agreement which have been approved by the Instructing Groupin part, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative then outstanding Principal Amount of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, this Note together with accrued and unpaid interest, Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (90) day period prior to the proposed prepayment date and other amounts owing to (iii) the Borrowers pay the Applicable Premium at the time of such Lender (or owing to such Lender prepayment. For purposes of this Note, “Applicable Premium” means, with respect to each Facility which gave rise any prepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and thereafter, three percent (3%) of the Principal Amount being repaid. Each notice of prepayment shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the need to obtain such Lender’s individual consent) in accordance with, and subject to account designated by the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Holder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (MedMen Enterprises, Inc.), Securities Purchase Agreement (MedMen Enterprises, Inc.)
Voluntary Prepayment. (a) Each Except as provided in this Section 2.7, Borrower shallshall not have the right to prepay the Loan in whole or in part. Borrower may, if it (or the Parent on provided no Event of Default has occurred and is continuing, at its behalf) has given to the Agent not less than 3 Business Days’ option and upon prior written notice to that effectLender as set forth herein, repay an Advance prepay the Debt in whole or in part (but if in part, in an amount on any Monthly Payment Date; provided that reduces the Euro Amount of the relevant Advance such prepayment is accompanied by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break applicable Breakage Costs.
, Prepayment Premium, Exit Fee and Interest Shortfall. Lender shall not be obligated to accept any prepayment unless it is accompanied by payment of any applicable Breakage Costs, Prepayment Premium, Exit Fee and Interest Shortfall due in connection therewith. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (ba “Prepayment Notice”) In of its intent to prepay, which notice must be given at least thirty (30) and not more than ninety (90) days prior to the Monthly Payment Date upon which prepayment is to be made (the “Prepayment Date”) and must specify the Monthly Payment Date on which such prepayment is to be made. Borrower hereby agrees that, in the event of certain refusals by Borrower delivers a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) Prepayment Notice and fails to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
either (i) prepay the Loan in accordance with the case Prepayment Notice and the terms of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
Section 2.7 or (ii) in not less than ten (10) days prior to the case of Prepayment Date, deliver a notice to Lender rescinding the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph Prepayment Notice (ba “Prepayment Failure”), the Term Facility Commitment Borrower shall pay Lender all reasonable out-of-pocket costs and expenses actually incurred by Lender as a direct result of such Lender (if any) is terminated concurrently with Prepayment Failure, including, without limitation, any Breakage Costs or similar expenses, as a result of such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Prepayment Failure.
Appears in 2 contracts
Sources: Loan Agreement (Clipper Realty Inc.), Loan Agreement (Clipper Realty Inc.)
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it in whole or in part, upon at least three (or the Parent on its behalf3) has given to the Agent not less than 3 Business Days’ prior written or fax notice in the case of Eurodollar Loans, or written or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that effect, repay an Advance in whole or in part (but if in part, i) each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and is an integral multiple of €1,000,000$1,000,000 and not less than $1,000,000 and (ii) together at the Borrower’s election in connection with accrued interest on the amount repaid without premium or penalty but subject any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied to the payment of any Break Costsremaining scheduled amortization payments relating to such Term Loans as elected by the Borrower.
(b) In Each notice of prepayment shall specify the event prepayment date and the principal amount of certain refusals by a Lender as provided in Clause 45.7 each Borrowing (Replacement of non-Instructing Group Lenderor portion thereof) to consent be prepaid, shall be irrevocable and shall commit the Borrower to certain proposed changesprepay such Borrowing by the amount stated therein on the date stated therein; provided, waivershowever, discharges that if such prepayment is contingent upon the successful issuance or terminations incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or is for all of the then outstanding Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five (5) Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Agreement which have been approved by Section 2.12 shall be subject to Section 2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each termination or permanent reduction of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Credit Commitments) shall be deemed modified accompanied by accrued and unpaid interest on the principal amount to reflect be prepaid to but excluding the changed Revolving Facility Commitments); and
(ii) in the case date of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)payment.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Enviva Partners, LP)
Voluntary Prepayment. (a) Each The Borrower shallmay, if it in accordance with Section 3.5 (or Voluntary Prepayments) of the Parent Common Terms Agreement and on its behalf) has given to the Agent not less than 3 three Business Days’ prior written notice to that effectthe Term Loan Facility Agent, repay an Advance prepay in whole or in part amounts outstanding under the Term Loan Facility Agreement. Such notice may be conditional and subject to revocation as set forth in Section 3.5(b) (but if in part, in an amount that reduces the Euro Amount Voluntary Prepayments) of the relevant Advance Common Terms Agreement. If any such notice is revoked in accordance with Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, the Borrower shall pay any Breakage Costs incurred by any Term Lender as a minimum amount result of €1,000,000 such notice and an integral multiple revocation, as set forth in Section 3.5(b) (Voluntary Prepayments) of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break CostsCommon Terms Agreement.
(b) In Except as set forth in Section 3.5(b) (Voluntary Prepayments) of the event Common Terms Agreement, after the Borrower has delivered a notice of certain refusals by a Lender as provided voluntary prepayment in Clause 45.7 accordance with Section 3.09(a) above, the prepayment date specified in the notice shall be deemed the due date for the principal amount (Replacement of non-Instructing Group Lenderand the interest thereon) to consent be paid thereunder and should the Borrower fail to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to pay any such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender principal amount and/or interest and/or prepayment premium (if any), is terminated concurrently in accordance with such repayment Section 3.6 (at which time Part I of Schedule 1 (Lenders Prepayment Fees and CommitmentsBreakage Costs) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b)Common Terms Agreement) due on such date, the Term Facility Commitment of Borrower shall pay interest on such Lender overdue amounts in accordance with Section 3.05 (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments).
Appears in 2 contracts
Sources: Term Loan Facility Agreement (Cheniere Energy Inc), Term Loan Facility Agreement (Cheniere Energy Inc)
Voluntary Prepayment. (a) Each The Borrower shallmay, if it in accordance with Section 3.5 (or Voluntary Prepayments) of the Parent Common Terms Agreement and on its behalf) has given to the Agent not less than 3 three (3) Business Days’ prior written notice to that effectthe Credit Facility Agent, repay an Advance prepay in whole or in part amounts outstanding under the Credit Facility Agreement, without penalty or premium (but if other than any costs incurred as set forth in partSection 5.05 (Funding Losses)); provided that, each voluntary prepayment of Loans shall be in an amount that reduces the Euro Amount incremental multiples of $1,000,000. Such notice may be conditional and subject to revocation as set forth in Section 3.5(b) (Voluntary Prepayments) of the relevant Advance Common Terms Agreement. If any such notice is revoked in accordance with Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, the Borrower shall pay any costs incurred by any Lender as a minimum amount result of €1,000,000 such notice and an integral multiple revocation, as set forth in Section 3.5(b) (Voluntary Prepayments) of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Common Terms Agreement. Prepayments of Working Capital Loans shall not result in any reduction in Working Capital Commitments, except to the payment of any Break Costsextent prepaid in accordance with Sections 4.12(b)(ii), (iii) and (iv) (Mandatory Prepayment).
(b) In Except as set forth in Section 3.5(b) (Voluntary Prepayments) of the event Common Terms Agreement, after the Borrower has delivered a notice of certain refusals by a Lender as provided voluntary prepayment in Clause 45.7 accordance with Section 4.11(a) (Replacement of non-Instructing Group LenderVoluntary Prepayment) above, the prepayment date specified in the notice shall be deemed the due date for the principal amount (and the interest thereon) to consent be paid thereunder and should the Borrower fail to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to pay any such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender principal amount and/or interest and/or prepayment premium (if any), is terminated concurrently in accordance with such repayment Section 3.6 (at which time Part I of Schedule 1 (Lenders Prepayment Fees and CommitmentsFunding Losses) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph Common Terms Agreement and Section 5.05 (b)Funding Losses) due on such date, the Term Facility Commitment of Borrower shall pay interest on such Lender overdue amounts in accordance with Section 4.07 (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments).
Appears in 2 contracts
Sources: Credit Facility Agreement (Venture Global, Inc.), Credit Facility Agreement (Venture Global, Inc.)
Voluntary Prepayment. (a) Each Except as expressly provided otherwise in the Master Participation Agreement, the Borrower shallmay not voluntarily prepay all or any part of the JBIC Loan.
(b) Subject to satisfaction of the terms of Sections 3.04 and 3.05 of the Master Participation Agreement, if it the Borrower may, on any Payment Date falling after the Completion Release Date and upon giving no less than sixty (or the Parent on its behalf60) has given days' prior written irrevocable notice to the JBIC Agent not less than 3 Business Days’ prior written and to JBIC (which notice shall state the amount to that effectbe prepaid and the Payment Date on which such voluntary prepayment shall be made; such notice, repay an Advance a "PREPAYMENT NOTICE"), prepay in whole advance of maturity all or in any part (but if in part, in an part the amount that reduces the Euro Amount of any prepayment shall be at least five million five hundred thousand Dollars (U.S.$5,500,000)) of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) JBIC Loan, together with all interest accrued interest on thereon up to and including the amount repaid without premium or penalty but subject to day immediately preceding the payment date of any Break Costssuch prepayment. Once given, a Prepayment Notice may not be withdrawn.
(bc) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Groupvoluntary prepayment, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative shall pay a prepayment premium of that Borrower to the Agent one-half of one per cent (which notice the Agent shall promptly transmit to each 0.5%) of the Lenders) repay all Outstandingsamount of principal amount of Tranche A to be prepaid to JBIC, together which premium shall be paid simultaneously with accrued and unpaid interest, fees, and other amounts owing to such Lender prepayment (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to "PREPAYMENT PREMIUM"). Once the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of date for any Lender voluntary prepayment has been notified pursuant to this paragraph clause (b)) above, the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) date shall be deemed modified as the due date for the amounts to reflect be paid on that date (including the changed Revolving Facility CommitmentsPrepayment Premium); and, and should the Borrower fail to pay any such amount on such date, the Borrower shall pay interest on such overdue principal and/or interest and/or Prepayment Premium. Any request for prepayment made by the Borrower in accordance with this Agreement shall be irrevocable and the Borrower shall be bound to prepay the JBIC Loan in accordance therewith.
(iid) Partial prepayments shall be applied to the JBIC Loan in the case accordance with Section 3.08 of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Master Participation Agreement.
Appears in 1 contract
Voluntary Prepayment. (a) Each Borrower shallshall have the right at any time and from time to time to prepay any Borrowing of such Borrower, if it (in whole or the Parent on its behalf) has given to the Agent not less than 3 in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, that effect, repay an Advance in whole or in part (but if in part, each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and is an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs$1,000,000 and not less than $5,000,000.
(b) In Voluntary prepayments of Term Loans shall be applied against the event remaining scheduled installments of certain refusals principal due in respect of the Term Loans under Section 2.11 as directed by a Lender as provided the Lead Borrower (or, absent such directions, in Clause 45.7 direct order of maturity).
(Replacement c) Each notice of non-Instructing Group Lenderprepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to consent be prepaid, shall be irrevocable and shall commit the applicable Borrower to certain proposed changesprepay such Borrowing by the amount stated therein on the date stated therein; provided, waiversthat a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, discharges in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or terminations prior to the specified effective date) if such condition is not satisfied; provided further, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Agreement which have been approved by Section 2.12 shall be subject to Sections 2.12(d) and 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each termination or permanent reduction of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Credit Commitments) shall be deemed modified accompanied by accrued and unpaid interest on the principal amount to reflect be prepaid to but excluding the changed Revolving Facility Commitments); anddate of payment.
(iid) in the case Upon any voluntary prepayment of the repayment of any Term Facility Outstandings of any Lender Loans pursuant to this paragraph (b)Section 2.12 in connection with a Repricing Transaction on or prior to the first anniversary of the Closing Date, the Borrowers shall pay a prepayment fee of one percent (1.0%) of the principal amount of the Term Facility Commitment of Loans so prepaid or subject to such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Repricing Transaction, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Wca Waste Corp)
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time, if it (or the Parent on its behalf) has given to the Agent not less than 3 20 Business Days’ prior written notice to that effectthe Bank to prepay on any Interest Payment Date all or any part of the principal amount of the Senior Loans then outstanding; provided that:
(1) the Borrower shall pay to the Bank at the same time all accrued interest and other amounts payable on the principal amount of the Bank Loan to be prepaid and all other amounts due hereunder in respect of such prepayment, repay an Advance including without limitation any unwinding costs, which may arise as provided under Section 3.15; and
(2) in whole or in part the case of a partial prepayment:
(but if in parti) the USD Equivalent Amount of such prepayment shall be not less than $10,000,000 (and integral multiples of $5,000,000);
(ii) the amount of such prepayment shall be applied and allocated as follows:
(A) first to outstanding repayment instalments of the B Loan, in an inverse order of maturity, until such time as the outstanding principal amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000B Loan is reduced to zero (0), and
(B) together with accrued interest on the amount repaid without premium or penalty but subject second, to the payment outstanding repayment instalments of any Break Costs.
(b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing GroupA Loan, the relevant Borrower mayNIB Loan and the EDC Loan, on a pro rata basis in proportion to the respective principal amounts outstanding immediately prior to such prepayments under the A Loan, the NIB Loan and the EDC Loan, in inverse order of maturity, provided that the Bank at its sole discretion upon five 10 Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which Borrower may require that such prepayment be allocated and applied instead between the A Loan, the B Loan and the Senior Loans provided by any other Senior Lender(s) that delivered a similar notice to the Agent shall promptly transmit Borrower with a copy to each of the Lenders) repay all OutstandingsBank within such 10 Business Day period, together with accrued such allocation to be made on a pro rata basis based on the principal amounts outstanding under the A Loan, the B Loan and unpaid interest, fees, and such other amounts owing Senior Loans immediately prior to such Lender (or owing to prepayment, in each case in inverse order of maturity. If the Bank delivers such Lender with respect to each Facility which gave rise notice to the need Borrower, the prepayment charge payable pursuant to obtain such Lender’s individual consentSection 3.11(b) in respect of such prepayment shall be payable at the rate identified in Section 3.11(b)(ii).
(3) Any such notice of prepayment by the Borrower shall be irrevocable and binding on the Borrower and, upon delivery of such notice, the Borrower shall be obligated to prepay the Bank Loan in accordance with, and subject to with the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:terms thereof.
(i) in The Borrower shall pay to the case Bank on the date of prepayment of the repayment A Loan under this Section 3.11 an administration charge equal to,
(A) one per cent (1.0%) of Revolving Facility Outstandings the principal amount of the A Loan to be prepaid, if the prepayment occurs on or before 31 December 2004, or
(B) one half of one percent (0.5%) of the principal amount of the A Loan to be prepaid, if the prepayment occurs after 31 December 2004 but on or before 31 December 2005; or
(C) one eighth of one percent (0.125%) of the principal amount of the A Loan to be prepaid if the prepayment occurs at any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); andafter 31 December 2005.
(ii) in The Borrower shall pay to the case Bank on the date of prepayment of the repayment B Loan under this Section 3.11 (and in case the proviso to Section 3.11(a)(2)(ii) is applicable, on the date of any Term Facility Outstandings prepayment of any Lender pursuant the Bank Loan) an administration charge equal to, (A) one quarter of one percent (0.25%) of the principal amount of the B Loan, or, in case the proviso to this paragraph (b)Section 3.11(a)(2)(ii) is applicable, the Term Facility Commitment of such Lender (Bank Loan, to be prepaid, if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments).prepayment occurs on or before 31 December 2004, or
Appears in 1 contract
Sources: Loan Agreement (Clearwave N V)
Voluntary Prepayment. (a) Each Borrower shallmay from time to time prepay the Term Loans, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if ratably in part, at a price equal to 100% of the principal amount of the Term Loans so prepaid, together with all accrued and unpaid interest on the principal amount of the Term Loans so prepaid. Any such partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by equal to $250,000 or a minimum amount of €1,000,000 and an higher integral multiple of €1,000,000) together with accrued interest on $100,000 (or, if less, the amount repaid without premium remaining outstanding principal balance thereof). Any portion of the Term Loans which are prepaid shall not be reissued or penalty but subject to the payment of any Break Costsreborrowed.
(b) In Notice of each voluntary prepayment of the event of certain refusals Term Loans pursuant to Section 2.10.1(a) (i) shall be given by a Lender as provided in Clause 45.7 12:00 noon New York City time at least three (Replacement of non-Instructing Group Lender3) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower prior to the Agent prepayment date, (which notice ii) shall be irrevocable but may be conditional to the Agent shall promptly transmit to each extent specified by the Borrower therein (including, upon the prepayment of indebtedness, the consummation of a specified transaction, or as otherwise specified in such notice) and (iii) specify, (A) the date of prepayment, (B) the aggregate principal amount of the LendersTerm Loans to be prepaid on such date and (C) repay all Outstandings, together with the accrued interest and unpaid interest, fees, and other amounts owing any Make Whole Amount applicable to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) prepayment. The proceeds of any optional prepayment shall be applied in accordance with, with Section 2.12.2 and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:Section 2.10.1(c).
(ic) Upon each optional prepayment of the Term Loans, in whole or in part, the Borrower will, unless the conditions to prepayment set forth therein are not satisfied, pay in cash the principal amount of the Term Loans to be prepaid as set forth in the case of the repayment of Revolving Facility Outstandings of any Lender notice delivered pursuant to this paragraph (bSection 2.10.1(b), together with unpaid interest in respect thereof accrued to and including the Revolving Facility Commitment of such Lender (if any)Repayment Date and any applicable Make Whole Amount. On any Repayment Date, is terminated concurrently with the Agent shall be entitled to presume such repayment (at which time Part I of Schedule 1 (Lenders was made in reliance upon the written notice delivered pursuant to Section 2.10.1(b) and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case Register the amount of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b)principal prepaid, the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)without liability for doing so.
Appears in 1 contract
Voluntary Prepayment. (a) Each Borrower shallWithout prejudice to Section 2.11 (Increased Costs), if it Section 2.15 (or the Parent on its behalfTaxes), Section 2.17 (Illegality) has given and Section 5.04(d) (Insurance; Application of Proceeds) and subject to the Agent terms of this Agreement and the Senior Loan Agreements, the Borrower may prepay on any Interest Payment Date occurring after the Project Completion Date all or any part of the Senior Loans, on not less than 3 Business Daysthirty (30) days’ prior written notice to that effectthe Senior Lenders, repay but only if:
(i) the Borrower simultaneously pays all accrued interest, fees and Increased Costs (if any) on the amount of the Senior Loans to be prepaid, including any Fixed Rate Prepayment Fee, breakage and redeployment costs incurred under each Senior Loan so prepaid and determined in accordance with the relevant Senior Loan Agreement, the prepayment premium specified in Section 2.06(b), and all other amounts then due and payable under this Agreement and the Senior Loan Agreements, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Advance in whole or in part Interest Payment Date;
(but if in partii) the Required Hedge does not exceed one hundred percent (100%) of the then outstanding principal amount of each the IFC A Loan and the MCPP Loan after taking into account such prepayment;
(iii) for a partial prepayment, the prepayment of any Senior Loan is in an amount that reduces the Euro Amount not less than five million Dollars ($5,000,000) or, if in excess of the relevant Advance by such amount, a minimum amount of €1,000,000 and an integral whole multiple of €one million Dollars ($1,000,000) together with accrued interest on in excess thereof; and
(iv) if reasonably requested by any Senior Lender, the amount repaid without premium or penalty but subject Borrower delivers to such Senior Lender, prior to the payment date of any Break Costsprepayment, evidence satisfactory to such Senior Lender that all necessary Authorizations with respect to the prepayment have been obtained.
(b) In On the event date of certain refusals by any prepayment of the Senior Loans in accordance with this Section 2.06, other than in respect of a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved prepayment by the Instructing GroupBorrower pursuant to Section 2.11(b) (Increased Costs), the relevant Borrower mayshall pay a prepayment premium, upon five Business Days’ written notice by an Authorised Representative in respect of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all OutstandingsSenior Loans prepaid, together with accrued and unpaid interest, fees, and other amounts owing to such consisting of an amount in Dollars for the relevant Senior Lender (or owing to such Lender with respect to each Facility which gave rise equal to the need relevant percentage of the amount to obtain be prepaid, such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long aspercentage being determined as follows:
(i) one percent (1.00%) of the amount prepaid, if the prepayment is made at any time after the Project Completion Date and until (and including) the second anniversary of the First Repayment Date;
(ii) one half of one percent (0.50%) of the amount prepaid, if the prepayment is made at any time, after the second anniversary of the First Repayment Date and until (and including) the third anniversary of the First Repayment Date; and
(iii) no prepayment premium thereafter. The determination by any Senior Lender of the prepayment premium applicable to its Senior Loan shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of such Senior Lender, that such determination involved manifest error).
(c) Amounts of principal prepaid under this Section shall:
(i) first, be allocated and paid by the Borrower pro rata among the IFC Loan and the IDB Group Loan in proportion to their respective principal amounts outstanding, provided that, in the case of the repayment any prepayment when an Inconvertibility Event is continuing (and without prejudice to Section 2.18(e)(ii) (Application of Revolving Facility Outstandings of any Lender pursuant to this paragraph (bPayments; Sharing)), the Revolving Facility Commitment amount of such the Senior Loan outstanding to an Affected Senior Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified reduced by its pro rata share of the funds held in an escrow account in accordance with Section 2.18(c) (Application of Payments; Sharing) in respect of the principal of its Senior Loan calculated based on the proportion which the amounts owed to reflect such Affected Senior Lender bears to the changed Revolving Facility Commitments)aggregate amount owed to the Affected Senior Lenders; and
(ii) second, be applied by the Senior Lenders to all respective outstanding installments of principal of its Senior Loan in inverse order of maturity.
(d) Upon delivery of a notice in accordance with Section 2.06(a) above, the case Borrower shall make the prepayment in accordance with the terms of that notice.
(e) Any principal amount of the repayment Senior Loans prepaid under this Agreement may not be re-borrowed.
(f) The Borrower shall not prepay or purchase all or any part of any Term Facility Outstandings Senior Loan unless the Borrower simultaneously prepays all other Senior Loans on a pro rata basis in accordance with the provisions of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Section 2.06.
Appears in 1 contract
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it (in whole or the Parent on its behalf) has given to the Agent not less than 3 in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 1:00 p.m., New York City time; provided, however, that effect, repay an Advance in whole or in part (but if in part, each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costsis not less than $5,000,000.
(b) Except as otherwise expressly provided in a notice of prepayment delivered by the Borrower pursuant to Section 2.12(a), voluntary prepayments of Term Loans shall be applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11.
(c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and the manner in which such prepayment shall be applied, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Term Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(d) In the event all or any portion of certain refusals by the Term Loans are (i) repaid through any voluntary repayments, (ii) repriced (or effectively refinanced) through any amendment of this Agreement (and such amendment results in a reduction of the interest rates on such Term Loans) or (iii) prepaid pursuant to Section 2.13(a), (b), (d), (e) or (f) (but solely in the case of Section 2.13(f) in any principal amounts prepaid in excess of $100,000,000 in the aggregate), in each case (A) on or prior to the second anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium in an amount (the “Yield Maintenance Amount”) equal to the present value of the sum of (I) the Applicable Margin that would have been payable for Eurodollar Term Loans plus (II) the greater of (1) the Adjusted LIBO Rate “floor” (i.e. 1.50%) and (2) the Adjusted LIBO Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of repayment or repricing is given), in each case calculated as a rate per annum on the amount of the principal of such Term Loans repaid or repriced from the date of such repayment or repricing until the second anniversary of the Closing Date plus (III) the call premium on the amount of the principal of such Term Loans repaid or repriced that would have been payable on such Term Loans had such repayment or repricing been made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points) or (B) after the second anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium equal to (x) 2.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing Date and (y) 1.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date.
(e) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or its Affiliates may repurchase outstanding Term Loans on the following basis (or as otherwise permitted pursuant to Section 9.04):
(i) at any time when no Default or Event of Default shall have occurred and be continuing, Affiliates of the Borrower (other than Intermediate Holdings and its subsidiaries) may purchase all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment and Assumption between such Affiliate and such Lender as or Lenders in an aggregate principal amount not to exceed (when combined with all prior purchases pursuant to this clause (i)), 25% of the Term Loans then outstanding (such purchasing Affiliate, an “Affiliated Lender”); provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changesthat, waivers, discharges or terminations with respect to this Agreement which such repurchases, (A) the Borrower shall simultaneously cause such Affiliated Lender to provide a copy of such Assignment and Assumption and any other agreements between such Affiliated Lender and such Lender with respect to such purchase to the Administrative Agent, (B) such Affiliated Lender shall represent that, as of the date of such purchase, it is not in possession of any information regarding the Borrower or its Subsidiaries, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to sell its Term Loans to such Affiliate or to enter into any Assignment and Assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have been approved declined to receive “private-side” information posted for Lenders who elect to receive the same), (C) such Affiliated Lender shall agree and acknowledge that it shall not be permitted to attend any meeting (live, by any electronic means or otherwise) with the Administrative Agent or any other Lender or receive any information from the Administrative Agent or any other Lender or provided to the Administrative Agent or any other Lender by the Instructing GroupBorrower (other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to the Lenders pursuant to Article II) and shall not have access to any Platform established for the Credit Facilities or any Communications, (D) notwithstanding anything to the contrary, any Affiliated Lender may at any time forgive (without any direct or indirect consideration from Intermediate Holdings or any of its subsidiaries (other than Equity Interests of Intermediate Holdings)) or contribute (as consideration for additional Equity Interests of Intermediate Holdings or as an additional contribution to the capital of Intermediate Holdings together with the substantially concurrent cancellation by the Borrower of all Indebtedness represented by such Term Loans) any or all of the Indebtedness represented by such Term Loans as evidenced by a written instrument delivered to the Administrative Agent and (E) notwithstanding anything contained herein or in any other Loan Document to the contrary, no Affiliated Lender shall be permitted to make or bring any claim, in its capacity as a Lender, against any Agent or any other Lender with respect to the rights and duties of such Person under the Loan Documents; for the avoidance of doubt, the relevant limitations set forth in this Section 2.12(e) shall not apply to Qualified Debt Investors;
(ii) in addition, at any time when no Default or Event of Default shall have occurred and be continuing, the Borrower maymay conduct one or more modified Dutch auctions (each, upon five Business Days’ written an “Auction”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Lenders managed exclusively by the Administrative Agent or another investment bank or commercial bank of recognized standing selected by the Borrower (in such capacity, the “Auction Manager”); provided that, (A) the Borrower delivers a notice by an Authorised Representative of the Term Loans that Borrower will be subject to such Auction to the Administrative Agent (which notice the Agent shall promptly transmit for distribution to each of the Lenders) repay no later than 1:00 p.m. (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans the Borrower is willing to purchase in the Auction and (3) the range of discounts or premiums to par at which the Borrower would be willing to repurchase the Offer Loans; (B) the maximum dollar amount of the Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) the Borrower shall hold the Auction open for a minimum period of two Business Days; (D) a Lender who elects to participate in the Auction may choose to tender all Outstandingsor part of such Lender’s Offer Loans; (E) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in proportion to their Term Loans; and (F) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, together which are consistent with this Section 2.12(e) and are reasonably acceptable to the Borrower and the Administrative Agent, that a Lender must follow in order to have its Offer Loans repurchased;
(iii) with respect to all repurchases made by the Borrower pursuant to this Section 2.12(e), (A) as of the date of such repurchase of Term Loans, the aggregate of all unrestricted cash and unrestricted Permitted Investments of the Borrower and the Subsidiaries is at least $50,000,000, (B) the Borrower shall pay to the applicable assigning Lender all accrued and unpaid interest, feesif any, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise on the repurchased Term Loans to the need to obtain date of repurchase of such Lender’s individual consentTerm Loans, (C) in accordance with, and subject the repurchase of such Term Loans by the Borrower shall be deducted from the calculation of Excess Cash Flow to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) extent provided in the case definition thereof, (D) the Borrower shall represent that, as of the repayment launch date of Revolving Facility Outstandings the related Auction and the effective date of any Assignment and Assumption, it is not in possession of any information regarding the Borrower, its Subsidiaries or its Affiliates, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Assignment and Assumption or any of the transactions contemplated thereby and that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have declined to receive “private-side” information posted for Lenders who elect to receive the same) and (E) such repurchases shall not be deemed to be voluntary prepayments pursuant to this paragraph (b)Section 2.12, Section 2.17 or Section 2.19 except that the Revolving Facility Commitment amount of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) the Term Loans so repurchased shall be deemed modified applied on a pro rata basis to reflect reduce the changed Revolving Facility Commitments)scheduled remaining installments of principal on such Term Loan; and
(iiiv) in following any repurchase by the case of the repayment of Borrower (but not any Term Facility Outstandings of any Lender Affiliated Lender) pursuant to this paragraph (bSection 2.12(e), the Term Facility Commitment Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 2.12(e), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such Lender (if any) is terminated concurrently cancellation. Any payment made by the Borrower in connection with such repayment (at which time Part I of Schedule 1 (Lenders and Commitmentsa repurchase permitted by this Section 2.12(e) shall not be deemed modified subject to reflect the changed Term Facility Commitmentsprovisions of either Section 2.19(a) or Section 2.17. Failure by the Borrower to make any payment to a Lender required by an agreement permitted by this Section 2.12(e) shall not constitute an Event of Default under Article VII(b).
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc.)
Voluntary Prepayment. (a) Each Borrower shallshall be prohibited from prepaying the Loan, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces during the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break CostsLockout Period.
(b) In Provided no Event of Default is then continuing, on any Payment Date after the event expiration of certain refusals by a Lender the Lockout Period, or on any other date but in such case together with the payment of interest to the next Payment Date as provided in Clause 45.7 Section 1.2(b), and in either event upon the prior notice required by Section 1.2(b), Borrower may prepay the Loan (Replacement inclusive of non-Instructing Group Lenderany other sum due hereunder or under any other Loan Document) in full (but not in part), which prepayment must be accompanied by payment of the applicable Yield Maintenance Premium.
(c) So long as no Event of Default is then continuing and all amounts then due and owing to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which the Lender have been paid in full, Borrower may from time to time following the Lockout Period obtain the release of one or more of the Properties from the Liens of the Loan G▇▇▇▇▇▇ Sachs Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio Documents provided that (1) at the time of such release, Borrower shall prepay the Loan, in accordance with Section 1.2(b) and this Section 2.4, in an amount equal to the applicable Release Price, (2) DSCR for the Fiscal Quarter then most recently ended, recalculated to include only income and expense attributable to the Properties remaining after the release and to exclude the interest expense and principal payments on the aggregate amount to be prepaid, shall be equal to or greater than the DSCR for the Fiscal Quarter then most recently ended for all Properties inclusive of the Property to be released, (3) Borrower shall reimburse Lender for any actual out-of-pocket costs and expenses incurred by Lender in connection with this Section 2.4 (including the reasonable fees and expenses of legal counsel and the Servicer), (4) the Property or Properties to be released are conveyed, concurrently with the release, to a legal entity other than Borrower, (5) unless the entire Loan is prepaid, there shall be not fewer than four (4) Properties continuing to secure the Loan, and (6) Borrower has delivered to Lender an amendment to the LTF CO Lease deleting the Property to be released from the Liens of the Loan Documents from the premises demised to LTF CO under the LTF CO Lease and reducing the basic rent payable under the LTF CO Lease by $1,978,531.30 per Property released. Upon satisfaction of the requirements set forth in this Section 2.4, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and reasonably approved by Lender, as shall be necessary to release the Instructing Group, applicable Property from the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative Liens of that Borrower the Loan Documents and any funds in the Collateral Accounts relating solely to the Agent applicable Property.
(which notice d) If the Agent shall promptly transmit to each Note has been componentized into multiple Note Components, all prepayments of the Lenders) repay all Outstandings, together Loan made in accordance with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise this Section 2.1 shall be applied to the need to obtain such Lender’s individual consent) Note Components pro rata in accordance with, and subject with their then outstanding principal balances so that the blended Interest Rate continues to equal the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Initial Interest Rate.
Appears in 1 contract
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it (in whole or the Parent on its behalf) has given to the Agent not less than 3 in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Term Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Term Loans, to the Administrative Agent before 1:00 p.m., New York City time; provided, however, that effect, repay an Advance in whole or in part (but if in part, each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costsis not less than $5,000,000.
(b) Except as otherwise expressly provided in a notice of prepayment delivered by the Borrower pursuant to Section 2.12(a), voluntary prepayments of Term Loans shall be applied in direct order of maturity against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11.
(c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and the manner in which such prepayment shall be applied, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Term Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(i) In the event all or any portion of certain refusals by the Term Loans are (x) repaid through any voluntary repayments, (y) are repriced (or effectively refinanced) through any amendment of this Agreement (and such amendment results in a reduction of the interest rates on such Term Loans) or (z) prepaid pursuant to Section 2.13(a), (b), (d), (e) or (f)(ii) (but solely in the case of Section 2.13(f)(ii) in any principal amounts prepaid in excess of $250,000,000 in the aggregate), in each case (A) on or prior to the second anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium in an amount (the “Yield Maintenance Amount”) equal to the present value of the sum of (I) the Applicable Margin that would have been payable for Eurodollar Term Loans plus (II) the greater of (1) the Adjusted LIBO Rate “floor” (i.e. 1.50%) and (2) the Adjusted LIBO Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of repayment or repricing is given), in each case calculated as a rate per annum on the amount of the principal of such Term Loans repaid or repriced from the date of such repayment or repricing until the second anniversary of the Closing Date plus (III) the call premium on the amount of the principal of such Term Loans repaid or repriced that would have been payable on such Term Loans had such repayment or repricing been made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points) or (B) after the second anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, such repayments or repricings will be made with a prepayment premium equal to (x) 2.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing Date and (y) 1.0% of the principal amount repaid or repriced if such repayment or repricing occurs after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date and (ii) in the event any portion of the Term Loans are repaid pursuant to Section 2.13(f)(i), such mandatory repayment will be made with a prepayment premium equal to 1.5% of the principal amount repaid.
(e) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or its Affiliates may repurchase outstanding Term Loans on the following basis (or as otherwise permitted pursuant to Section 9.04);
(i) at any time when no Default or Event of Default shall have occurred and be continuing, Affiliates of the Borrower (other than Intermediate Holdings and its subsidiaries) may purchase all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment and Assumption between such Affiliate and such Lender as or Lenders in an aggregate principal amount not to exceed (when combined with all prior purchases pursuant to this clause (i)), 25% of the Term Loans then outstanding (such purchasing Affiliate, an “Affiliated Lender”); provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changesthat, waivers, discharges or terminations with respect to this Agreement which such repurchases, (A) the Borrower shall simultaneously cause such Affiliated Lender to provide a copy of such Assignment and Assumption and any other agreements between such Affiliated Lender and such Lender with respect to such purchase to the Administrative Agent, (B) such Affiliated Lender shall represent that, as of the date of such purchase, it is not in possession of any information regarding the Borrower or its Subsidiaries, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to sell its Term Loans to such Affiliate or to enter into any Assignment and Assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have been approved declined to receive “private-side” information posted for Lenders who elect to receive the same), (C) such Affiliated Lender shall agree and acknowledge that it shall not be permitted to attend any meeting (live, by any electronic means or otherwise) with the Administrative Agent or any other Lender or receive any information from the Administrative Agent or any other Lender or provided to the Administrative Agent or any other Lender by the Instructing GroupBorrower (other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to the Lenders pursuant to Article II) and shall not have access to any Platform established for the Credit Facilities or any Communications, (D) notwithstanding anything to the contrary, any Affiliated Lender may at any time forgive (without any direct or indirect consideration from Intermediate Holdings or any of its subsidiaries (other than Equity Interests of Intermediate Holdings)) or contribute (as consideration for additional Equity Interests of Intermediate Holdings or as an additional contribution to the capital of Intermediate Holdings together with the substantially concurrent cancellation by the Borrower of all Indebtedness represented by such Term Loans) any or all of the Indebtedness represented by such Term Loans as evidenced by a written instrument delivered to the Administrative Agent and (E) notwithstanding anything contained herein or in any other Loan Document to the contrary, no Affiliated Lender shall be permitted to make or bring any claim, in its capacity as a Lender, against any Agent or any other Lender with respect to the rights and duties of such Person under the Loan Documents; for the avoidance of doubt, the relevant limitations set forth in this Section 2.12(e) shall not apply to Qualified Debt Investors;
(ii) in addition, at any time when no Default or Event of Default shall have occurred and be continuing, the Borrower maymay conduct one or more modified Dutch auctions (each, upon five Business Days’ written an “Auction”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Lenders managed exclusively by the Administrative Agent or another investment bank or commercial bank of recognized standing selected by the Borrower (in such capacity, the “Auction Manager”); provided that, (A) the Borrower delivers a notice by an Authorised Representative of the Term Loans that Borrower will be subject to such Auction to the Administrative Agent (which notice the Agent shall promptly transmit for distribution to each of the Lenders) repay no later than 1:00 p.m. (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans the Borrower is willing to purchase in the Auction and (3) the range of discounts or premiums to par at which the Borrower would be willing to repurchase the Offer Loans; (B) the maximum dollar amount of the Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) the Borrower shall hold the Auction open for a minimum period of two Business Days; (D) a Lender who elects to participate in the Auction may choose to tender all Outstandingsor part of such Lender’s Offer Loans; (E) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in proportion to their Term Loans; and (F) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, together which are consistent with this Section 2.12(e) and are reasonably acceptable to the Borrower and the Administrative Agent, that a Lender must follow in order to have its Offer Loans repurchased;
(iii) with respect to all repurchases made by the Borrower pursuant to this Section 2.12(e), (A) as of the date of such repurchase of Term Loans, the aggregate of all unrestricted cash and unrestricted Permitted Investments of the Borrower and the Subsidiaries is at least $50,000,000, (B) the Borrower shall pay to the applicable assigning Lender all accrued and unpaid interest, feesif any, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise on the repurchased Term Loans to the need to obtain date of repurchase of such Lender’s individual consentTerm Loans, (C) in accordance with, and subject the repurchase of such Term Loans by the Borrower shall be deducted from the calculation of Excess Cash Flow to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) extent provided in the case definition thereof, (D) the Borrower shall represent that, as of the repayment launch date of Revolving Facility Outstandings the related Auction and the effective date of any Assignment and Assumption, it is not in possession of any information regarding the Borrower, its Subsidiaries or its Affiliates, or the assets of the Borrower or any Subsidiary, the ability of the Borrower or any Subsidiary to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Assignment and Assumption or any of the transactions contemplated thereby and that has not previously been disclosed to the Administrative Agent and the Lenders (other than Lenders that have declined to receive “private-side” information posted for Lenders who elect to receive the same) and (E) such repurchases shall not be deemed to be voluntary prepayments pursuant to this paragraph (b)Section 2.12, Section 2.17 or Section 2.19 except that the Revolving Facility Commitment amount of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) the Term Loans so repurchased shall be deemed modified applied on a pro rata basis to reflect reduce the changed Revolving Facility Commitments)scheduled remaining installments of principal on such Term Loan; and
(iiiv) in following any repurchase by the case of the repayment of Borrower (but not any Term Facility Outstandings of any Lender Affiliated Lender) pursuant to this paragraph (bSection 2.12(e), the Term Facility Commitment Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by the Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 2.12(e), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such Lender (if any) is terminated concurrently cancellation. Any payment made by the Borrower in connection with such repayment (at which time Part I of Schedule 1 (Lenders and Commitmentsa repurchase permitted by this Section 2.12(e) shall not be deemed modified subject to reflect the changed Term Facility Commitmentsprovisions of either Section 2.19(a) or Section 2.17. Failure by the Borrower to make any payment to a Lender required by an agreement permitted by this Section 2.12(e) shall not constitute an Event of Default under Article VII(b).
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc.)
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it (in whole or the Parent on its behalf) has given to the Agent not less than 3 in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that effecteach partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 in the case of a Term Borrowing and an integral multiple of $100,000 and not less than $1,000,000 in the case of a Revolving Borrowing.
(b) Voluntary prepayments of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as may be specified by the Borrower, repay an Advance or if not so specified, in direct order of maturity.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may (x) revoke such notice prior to the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d)and to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(d) In the event that the Term Loans are prepaid in whole or in part pursuant to Section 2.12(a) or Section 2.13 (but if other than Sections 2.13(a) and 2.13(d)) or in part, in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs.
(b) In the event of certain refusals by a Lender as provided an assignment of Term Loans pursuant to Section 2.21, in Clause 45.7 (Replacement each case on or prior to the second anniversary of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing GroupClosing Date, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower shall pay to the Agent Term Lenders a prepayment fee (which notice the Agent shall promptly transmit “Prepayment Fee”) equal to each the applicable percentage set forth below of the Lenders) repay all Outstandingsaggregate principal amount of Term Loans so prepaid, together with accrued and unpaid interestassigned or paid, feesas the case may be, and other amounts owing to such Lender (determined as follows: On or owing to such Lender with respect to each Facility which gave rise prior to the need to obtain such Lender’s individual consent) in accordance with, first anniversary of the Closing Date 2.00 % After the first anniversary of the Closing Date and subject on or prior to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case second anniversary of the repayment of Revolving Facility Outstandings of any Lender Closing Date 1.00 % Amounts payable pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and CommitmentsSection 2.12(d) shall be deemed modified to reflect due and payable on the changed Revolving Facility Commitments); and
(ii) in the case date of effectiveness of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)applicable prepayment or assignment.
Appears in 1 contract
Sources: First Lien Credit Agreement (Walter Investment Management Corp)
Voluntary Prepayment. (a) Each The Borrower shallmay, if it in accordance with Section 3.5 (or Voluntary Prepayments) of the Parent Common Terms Agreement and on its behalf) has given to the Agent not less than 3 three (3) Business Days’ prior written notice to that effectthe Intercreditor Agent and the Working Capital Facility Agent, repay an Advance prepay amounts outstanding under the Working Capital Facility Agreement at any time in whole or in part (but if in part, without penalty or premium and without any reduction in an amount that reduces the Euro Amount commitments; provided that, (i) each partial voluntary prepayment of the relevant Advance by LIBOR Loans shall be in a minimum amount of €$5,000,000 and incremental multiples of $1,000,000 in excess thereof and (ii) each partial voluntary prepayment of Base Rate Loans shall be in a minimum amount of $1,000,000 and an integral multiple incremental multiples of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but $500,000 in excess thereof. Such notice may be conditional and subject to revocation as set forth in Section 3.5(b) (Voluntary Prepayments) of the payment Common Terms Agreement. If any such notice is revoked in accordance with Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, the Borrower shall pay any Break CostsBreakage Costs incurred by any Working Capital Lender as a result of such notice and revocation, as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement.
(b) In After the event Borrower has delivered a notice of certain refusals by a Lender as provided voluntary prepayment in Clause 45.7 accordance with Section 4.11(a) above, the prepayment date specified in the notice shall be deemed the due date for the principal amount (Replacement of non-Instructing Group Lenderand the interest thereon) to consent be paid thereunder and should the Borrower fail to certain proposed changespay any such principal amount and/or interest and/or Breakage Costs (if any, waivers, discharges or terminations in accordance with respect to this Agreement which have been approved by Section 3.6 (Prepayment Fees and Breakage Costs) of the Instructing GroupCommon Terms Agreement) due on such date, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower shall pay interest on such overdue amounts in accordance with Section 4.07 (Post-Maturity Interest Rates; Default Interest Rates).
(c) Pursuant to the Agent Section 3.7 (which notice the Agent shall promptly transmit to each Pro Rata Payments) of the LendersCommon Terms Agreement and Section 2.3(a)(i)(B) repay all Outstandings, together with accrued (Payments and unpaid interest, fees, Prepayments) of the Common Security and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
Account Agreement (i) in the case any voluntary prepayment of the repayment Working Capital Loans or LC Loans may be made without a voluntary pro rata prepayment of Revolving Facility Outstandings of Senior Debt under any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders other Senior Debt Instrument and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case any voluntary prepayment of the repayment Senior Debt under any other Senior Debt Instrument may be made without a voluntary pro rata prepayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Working Capital Loans or LC Loans.
Appears in 1 contract
Sources: Working Capital Facility Agreement (Cheniere Corpus Christi Holdings, LLC)
Voluntary Prepayment. (aA) Each Any Borrower shall, if it (or the Parent Representative of the Borrowers acting on its behalfbehalf of all or any of the Borrowers) has given may at any time prepay to the Lenders, in full or in part, (i) the Outstanding Amount of the Facility for a minimum total amount in principal of one million Euros (EUR 1,000,000) and beyond such amount, in multiples of two hundred thousand Euros (EUR 200,000), or any other amount to the extent that such amount corresponds to the entirety of the Outstanding Amount of the Facility or, as the case may be, (ii) the Outstanding Amount of the Additional Tranche for a minimum total amount in principal of one hundred thousand Euros (EUR 100,000) and beyond such amount in multiples of ten thousand Euros (EUR 10,000), or any other amount to the extent that such an amount corresponds to the entirety of the Outstanding Amount of the Additional Tranche. If such repayment does not take place on an Interest Payment Date, the provisions of Clause 19 (Indemnification obligations) shall apply.
(B) Any voluntary prepayment pursuant to this Clause must be notified at least ten (10) Business Days in advance to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces by the Euro Amount Representative of the relevant Advance by Borrowers. The Agent shall promptly inform the Lenders that it has received such a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject notice. Any notice sent to the payment of any Break CostsAgent with a view to making a voluntary prepayment shall be definitive and may not be withdrawn.
(bC) In the event of certain refusals Any voluntary prepayment made by a Lender as provided Borrower shall be set off against the Outstanding Amount in Clause 45.7 principal of its Allocated Share (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of Borrower III, against the Additional Tranche). Any voluntary prepayment made by the Representative of the Borrowers shall be set off, at the discretion of the Representative of the Borrowers, against the Outstanding Amount of the Allocated Share of a Borrower (and, where applicable, should this repayment be set off against the Allocated Share of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b)Borrower III, the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and CommitmentsAdditional Tranche shall take priority) shall be deemed modified to reflect or the changed Revolving Facility Commitments); and
(ii) in the case Allocated Shares of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Borrowers as designated by him.
Appears in 1 contract
Sources: Credit Agreement (American Realty Capital Global Trust II, Inc.)
Voluntary Prepayment. (a) Each Borrower shallThe Borrowers shall not repay, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount any portion of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Principal Amount prior to the payment date that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”). __________ 6Insert first anniversary of any Break Costs.issuance date. Replace Section 4.7 with “[Reserved]” for Incremental Notes issued to Pura Vida Master Fund, Ltd.
(b) In Subject to the event rest of certain refusals by a Lender as provided this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges whole or terminations with respect to this Agreement which have been approved by the Instructing Groupin part, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative then outstanding Principal Amount of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, this Note together with accrued and unpaid interest, Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (90) day period prior to the proposed prepayment date and other amounts owing to (iii) the Borrowers pay the Applicable Premium at the time of such Lender (or owing to such Lender prepayment. For purposes of this Note, “Applicable Premium” means, with respect to each Facility which gave rise any prepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and thereafter, three percent (3%) of the Principal Amount being repaid. Each notice of prepayment shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the need to obtain such Lender’s individual consent) in accordance with, and subject to account designated by the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Holder.
Appears in 1 contract
Sources: Securities Purchase Agreement (MedMen Enterprises, Inc.)
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it (in whole or the Parent on its behalf) has given to the Agent not less than 3 in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 2:00 p.m., New York City time; provided, however, that effect, repay an Advance in whole or in part (but if in part, each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and is an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs$1,000,000 and not less than $2,000,000.
(b) Voluntary prepayments of Term Loans shall be applied as directed by the Borrower against the remaining scheduled installments of principal due in respect of (x) the Term Loans under Section 2.11 or (y) any Other Term Loans under the applicable amortization schedule set forth in the applicable Incremental Term Loan Assumption Agreement.
(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Sections 2.12(d) and 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(d) In the event that, prior to the second anniversary of certain refusals the Closing Date, all or any portion of the Term Loans are prepaid as required pursuant to Section 2.13(d) or voluntarily prepaid pursuant to Section 2.12(a), in each case, such prepayment shall be accompanied by a Lender as provided in Clause 45.7 premium such that the aggregate amount of such prepayment shall be equal to (Replacement of non-Instructing Group Lenderx) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each 102% of the Lenders) repay all Outstandingsprincipal amount of Term Loans so prepaid, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of any such prepayment that is made on or prior to the repayment first anniversary of Revolving Facility Outstandings the Closing Date and (y) 101% of any Lender pursuant to this paragraph (b)the principal amount of Term Loans so prepaid, the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of any such prepayment that is made after the repayment first anniversary of any Term Facility Outstandings the Closing Date but on or prior to the second anniversary of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Closing Date.
Appears in 1 contract
Voluntary Prepayment. (a) Each Borrower shall, if it (or the Parent on its behalf) has given Subject to the Agent other terms of this Agreement and without derogating from sub-Clause (e) below, the Borrower may, by giving not less than 3 thirty (30) Business Days’ Days prior written notice to that effectthe Senior Agent (the “Prepayment Notice”), repay an Advance prepay any Loan (as applicable), in whole or in part (but if in part, in an amount provided that reduces it first demonstrates to the Euro Amount satisfaction of the relevant Advance by Senior Agent that:
(i) no Forecast Funding Shortfall would result, if it were to be tested immediately following the prepayment;
(ii) no Financial Indebtedness, other than Permitted Financial Indebtedness under Clause 17.7(b)(ii) below, is incurred in order to fund such prepayment;
(iii) all Projected Project Costs can be paid in full as they fall due; and
(iv) the prepayment will not result in the occurrence of a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break CostsDefault.
(b) In The Prepayment Notice shall specify (i) the event of certain refusals by a Lender as provided in Clause 45.7 Business Day on which prepayment is to be made, and (Replacement of non-Instructing Group Lenderii) the Financing Principal and interest amount to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the be prepaid. The Senior Agent shall promptly transmit to each deliver a copy of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise any prepayment notice to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:Senior Lenders.
(ic) in Any such prepayment (other than prepayment of Loans under the case of VAT Facility or the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and CommitmentsWorking Capital Facility) shall be deemed modified to reflect made together with the changed Revolving Facility Commitments); andMake Whole Amount or the Make Whole Amount for Financial Loss, as applicable, as set out in Clause 7.9 (Compensation for Prepayment) below.
(iid) A prepayment of a Loan under the Long Term Facility, the Standby Facility, the DSRA Facility and the Hedging Facility in part must be in a minimum amount of ten million NIS (NIS 10,000,000) or, if less, the case remaining amount of the repayment Loans and made on a date upon which Financing Principal and/or interest is payable.
(e) The Borrower may voluntarily prepay any Loan in full, without demonstrating compliance with the requirements specified in sub-Clause (a) above, if, simultaneously with that prepayment, all outstanding Loans are prepaid in full and the Total Senior Lender Commitments are cancelled in full and provided that the Borrower pays the Make Whole Amount or the Make Whole Amount for Financial Loss, as applicable, as set out in sub-Clause (c) above.
(f) A pro rata share of the Hedging Liabilities will be paid upon the performance of any Term Facility Outstandings of any Lender pursuant to voluntary prepayment under this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Agreement.
Appears in 1 contract
Voluntary Prepayment. Except as otherwise provided herein, the Loan may not be prepaid in whole or in part unless and until the Senior Loan has been repaid in full:
(ai) Each Subject to compliance with the provisions of Section 2.7(g) and 2.8(e) below, in the event the conditions to exercise the First Extension Option (as defined in the Senior Loan Agreement) have been satisfied by Senior Borrower, then Borrower shallmay repay the Loan (i) in whole, or (ii) if it (or the Parent on its behalf) has given and to the Agent extent necessary to satisfy the conditions of the First Extension Option (as defined herein), in part, on the Initial Maturity Date, upon not less than 3 three (3) Business Days’ prior written notice to that effectLender not later than 11:00 A.M. (San Francisco time) to the Initial Maturity Date.
(ii) Subject to compliance with the provisions of Section 2.7(g) and 2.8(e) below, in the event the conditions to exercise the Second Extension Option (as defined in the Senior Loan Agreement) have been satisfied by Senior Borrower, then Borrower may repay an Advance the Loan (i) in whole whole, or in part (but ii) if and to the extent necessary to satisfy the conditions of the Second Extension Option (as defined herein), in part, in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject First Extended Maturity Date, upon not less than three (3) Business Days’ prior written notice to Lender not later than 11:00 A.M. (San Francisco time) to the payment of any Break CostsFirst Extended Maturity Date.
(biii) Subject to compliance with the provisions of Sections 2.7(g) and 2.8(e) below and provided all obligations of the Senior Loan have been satisfied in full by Senior Borrower, at any time during the Lock-out Period, Borrower may, upon not less than thirty (30) days’ prior written notice to Lender, prepay all, but not less than all, of the Loan only in connection with (i) the closing of a sale of the Property to a Person that is not an Affiliate of Borrower, or (ii) a refinancing of the Senior Loan and/or the Loan.
(iv) Any notice of prepayment given to Lender under this Section 2.8(d) shall specify the date of prepayment and the principal amount of the prepayment. In the event of certain refusals a prepayment of any LIBO Rate Portion, Borrower shall concurrently pay any LIBO Rate Price Adjustment payable in respect thereof. Any principal balance reduction shall reduce the Aggregate Commitment by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changeslike amount, waivers, discharges or terminations with respect to this Agreement which have been approved by reduction shall automatically reduce the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued Aggregate Commitment and unpaid interest, fees, and other any amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall repaid may not be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)reborrowed.
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Voluntary Prepayment. Without prejudice to Section 2.11 (Increased Costs), Section 2.15 (Taxes), Section 2.17 (Illegality of Participation) and Section 5.05 (Insurance Covenants):
(a) Each the Borrower shallmay prepay all or any part of the Loan, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ thirty (30) days' prior written notice to that effectIFC, repay an Advance in whole or in part but only if:
(but if in part, in an amount that reduces i) the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with Borrower simultaneously pays all accrued interest and Increased Costs (if any) on the amount repaid without of the Loan to be prepaid, together with the prepayment premium or penalty but subject specified in Section 2.07A (b) (Voluntary Prepayment) and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date;
(ii) for a partial prepayment, that prepayment is an amount not less than two million Dollars ($2,000,000); and
(iii) if requested by IFC, the Borrower delivers to IFC, prior to the payment date of any Break Costsprepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained and are in effect.
(b) In On the event date of certain refusals by a Lender as provided any prepayment of the Loan in Clause 45.7 accordance with Section 2.07A (Replacement of non-Instructing Group Lendera) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group(Voluntary Prepayment), the relevant Borrower may, upon five Business Days’ written notice by shall pay a prepayment premium consisting of an Authorised Representative of that Borrower amount in Dollars equal to the Agent (which notice the Agent shall promptly transmit to each relevant percentage of the Lenders) repay all Outstandingsamount to be prepaid, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
percentage being determined as follows: (i) in the case on or prior to June 15, 2012, two per cent (2%); and (ii) thereafter, one per cent (1%). The determination by IFC of the repayment prepayment premium shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of Revolving Facility Outstandings IFC, that such determination involved manifest error).
(c) Amounts of any Lender pursuant principal prepaid under this Section shall be applied by IFC to this paragraph the then outstanding installments of principal of the Loan in inverse order of maturity.
(bd) Upon delivery of a notice in accordance with Section 2.07A (a) (Voluntary Prepayment), the Revolving Facility Commitment Borrower shall make the prepayment in accordance with the terms of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); andthat notice.
(iie) in the case Any principal amount of the repayment of any Term Facility Outstandings of any Lender pursuant to Loan prepaid under this paragraph Section 2.07A (b), the Term Facility Commitment of such Lender (if anyVoluntary Prepayment) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall may not be deemed modified to reflect the changed Term Facility Commitments)re-borrowed.
Appears in 1 contract
Voluntary Prepayment. (a) Each Borrower shallThe Borrowers shall not repay, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount any portion of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Principal Amount prior to the payment of any Break Costsdate that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”).
(b) In Subject to the event rest of certain refusals by a Lender as provided this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges whole or terminations with respect to this Agreement which have been approved by the Instructing Groupin part, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative then outstanding Principal Amount of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, this Note together with accrued and unpaid interest, Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (90) day period prior to the proposed prepayment date and other amounts owing to (iii) the Borrowers pay the Applicable Premium at the time of such Lender (or owing to such Lender prepayment. For purposes of this Note, “Applicable Premium” means, with respect to each Facility which gave rise any prepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and thereafter, three percent (3%) of the Principal Amount being repaid. Each notice of prepayment shall include the proposed prepayment date and the Principal Amount, 6 Insert first anniversary of issuance date. Replace Section 4.7 with “[Reserved]” for Incremental Notes issued to Pura Vida Master Fund, Ltd. interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the need to obtain such Lender’s individual consent) in accordance with, and subject to account designated by the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Holder.
Appears in 1 contract
Sources: Securities Purchase Agreement
Voluntary Prepayment. (a) Each Borrower shall, if it (or the Parent on its behalf) has given Prior to the Agent not less than 3 Business Days’ prior written notice to that effectMaturity Date, repay an Advance the Borrower may, in its sole discretion, prepay the Loan (such prepayment, a “Voluntary Prepayment”), in whole or in part (but if in part, in an amount that reduces on any Business Day following the Euro Amount end of the relevant Advance Prepayment Lockout Period (such date, the “Voluntary Prepayment Date”). Any such Voluntary Prepayment is required to be made on no less than ten (10) days’ prior notice (or such shorter period, but not less than two Business Days, as is necessary to cure an Event of Default) by a minimum amount the Borrower sending the Notice of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Voluntary Prepayment to the payment of any Break CostsAgent, the Guarantor and the Servicer describing the Borrower’s election to prepay the Loan or portion thereof in the form attached hereto as Exhibit C. The Borrower may not prepay the Loan during the Prepayment Lockout Period.
(b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with With respect to this Agreement which any Voluntary Prepayment in part, on or prior to the related Voluntary Prepayment Date, the Borrower shall deposit into the Collection Account, an amount equal to the sum of (i) the amount of outstanding principal of the Loan being prepaid and (ii) all accrued and unpaid interest thereon. Such partial Voluntary Prepayment shall be distributed by the Agent, based on the Monthly Servicer Report, on the related Voluntary Prepayment Date pro rata between (i) Component 1 and the DOE Component and (ii) Component 2. With respect to clause (i) of the immediately preceding sentence, such partial Voluntary Prepayment shall be distributed (A) first, to the Lender Account in respect of the Outstanding Component 1 Balance until the Outstanding Component 1 Balance is reduced to $[***] and (B) second, to the Guarantor in respect of the Outstanding DOE Component Balance until the Outstanding DOE Component Balance is reduced to $[***].
(c) With respect to a Voluntary Prepayment of the Loan in full, on or prior to the related Voluntary Prepayment Date, the Borrower shall be required to deposit into the Collection Account an amount equal to (i) the sum of (A) the Outstanding Loan Balance, (B) all accrued and unpaid interest thereon, (C) Post-ARD Additional Interest Amounts, if any, and (D) all amounts owed to the Guarantor, the Agent, the Manager, the Servicer, the Back-Up Servicer, the Transition Manager and any other parties to the Loan Documents, minus (ii) the sum of the amounts then on deposit in the Reserve Account, the Section 25D Interest Account and the Equipment Replacement Reserve Account. The Agent shall make distributions on the related Voluntary Prepayment Date in accordance with the Priority of Payments (without giving effect to clauses (vi) through (x) thereof) and solely as specified in the related Voluntary Prepayment Servicer Report and to the extent the Outstanding Loan Balance is prepaid and all other obligations of the Borrower under the Loan Documents have been approved by paid, release any remaining assets in the Instructing GroupCollateral to, or at the direction of, the relevant Borrower.
(d) If the Borrower mayelects to rescind the Voluntary Prepayment, upon five Business Days’ it must give written notice by an Authorised Representative of that Borrower to the Agent (which notice and the Guarantor of such determination at least two Business Days prior to the Voluntary Prepayment Date. If a Voluntary Prepayment of the Loan has been rescinded pursuant to this Section 6.01(d), the Agent shall promptly transmit provide notice of such rescission to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise copies to the need to obtain such Lender’s individual consent) in accordance withGuarantor, the Borrower, the Capital Markets Issuer, the Indenture Trustee, Sunnova Energy, the Depositor, the Rating Agency and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:Fitch.
(ie) No Voluntary Prepayment in full may be effected hereunder unless the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender Capital Markets Issuer (if any) is terminated concurrently has simultaneously exercised a voluntary prepayment under the related Indenture.
(f) No Voluntary Prepayment in full or in part may be effected unless the Capital Markets Issuer (if any) has deposited into the Lender Account any amounts payable by the Capital Markets Issuer in connection with such repayment (at which time Part I prepayment that are not correspondingly payable by the Borrower in respect of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Loan.
Appears in 1 contract
Sources: Loan and Security Agreement (Sunnova Energy International Inc.)
Voluntary Prepayment. (a) Each Borrower shallThe Borrowers shall not repay, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount any portion of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Principal Amount prior to the payment of any Break Costsdate that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”).
(b) In Subject to the event rest of certain refusals by a Lender as provided this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges whole or terminations with respect to this Agreement which have been approved by the Instructing Groupin part, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative then outstanding Principal Amount of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, this Note together with accrued and unpaid interest, Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (90) day period prior to the proposed prepayment date and other amounts owing to (iii) the Borrowers pay the Applicable Premium at the time of such Lender (or owing to such Lender prepayment. For purposes of this Note, “Applicable Premium” means, with respect to each Facility which gave rise any prepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and thereafter, three percent (3%) of the Principal Amount being repaid. Each notice of prepayment shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the need account designated by the Holder. ___________ 6 Insert first anniversary of issuance date. Replace Section 4.7 with “[Reserved]” for Incremental Notes issued to obtain such Lender’s individual consent) in accordance withPura Vida Master Fund, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments).Ltd.
Appears in 1 contract
Sources: Securities Purchase Agreement (MedMen Enterprises, Inc.)
Voluntary Prepayment. (ai) Each The Borrowers may, upon irrevocable written notice from the Lead Borrower shall, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice Agent, at any time or from time to that effect, repay an Advance time voluntarily prepay Delayed Draw Term Loans hereunder. Any prepayment pursuant to this Section 2.05(a) shall be in whole or in part (but if in part, in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €$1,000,000 and an integral multiple increments of €1,000,000$1,000,000 in excess of such amount or, if less, the entire amount of the applicable Delayed Draw Term Loan so prepaid. Except as expressly set forth in Section 2.05(a)(ii) together with below, amounts prepaid pursuant to this Section 2.05(a)(i) may not be reborrowed. Notice of prepayment must be received by the Agent not later than 11:00 a.m. three (3) Business Days prior to any date of prepayment. Each such notice shall specify the date and amount of such prepayment and identify the Delayed Draw Term Loan(s) to be prepaid. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Delayed Draw Term Loan shall be accompanied by all accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs.
(b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandingsprepaid, together with accrued any applicable Early Termination Fee and unpaid interest, fees, and other any additional amounts owing required pursuant to Section 3.05. Each such Lender (or owing to such Lender with respect to each Facility which gave rise prepayment shall be applied to the need to obtain such Lender’s individual consent) applicable Delayed Draw Term Loans of the Lenders prepaid in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) with their respective Applicable Percentages. Except as expressly set forth in the case last sentence of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (bSection 2.01(b), the Revolving Facility Commitment amounts prepaid on account of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall Delayed Draw Term Loans may not be deemed modified to reflect the changed Revolving Facility Commitments); andreborrowed.
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)[Reserved].
Appears in 1 contract
Voluntary Prepayment. (a) Each Borrower shall, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment No partial prepayment of any Break Costs.
Note is permitted. Full, voluntary prepayment of a Note is permitted provided that: (bA) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay pays all Outstandings, together with principal and accrued and unpaid interest, fees, and other amounts owing to due under such Lender Note and the related Loan Schedule through the prepayment date; (B) if the prepayment is made under an Interim Note or owing to such Lender with respect to each Facility which gave rise during the first six (6) months of a Term Note, Borrower pays a prepayment premium (each, a “Prepayment Premium”) equal to the need product of three percent (3%) multiplied by: (1) for prepayments under the Interim Note, the maximum availability under such Interim Note, even if the principal outstanding under such Loan as of the prepayment date is less; or (2) for prepayments under the Term Note, the then outstanding principal balance of such Term Note; (C) Borrower gives Lender not less than ninety (90) days advance written notice of the intended day of prepayment; and (D) any such prepayment will take place on a scheduled payment due date. For purposes of clarity, no Prepayment Premium is due if Borrower voluntarily prepays a Term Note after the first six (6) months of the term thereof. Prior to obtain the date that is ninety (90) days from the intended day of prepayment, Borrower may rescind such Lendernotice of prepayment. After such date, a notice of prepayment once given may only be rescinded with L▇▇▇▇▇’s individual written consent) in accordance with, and which shall not be unreasonably withheld, conditioned or delayed. This Section 1.5 shall be subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) Section 6.1 in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)all respects.
Appears in 1 contract
Sources: Master Loan and Security Agreement (ProPetro Holding Corp.)
Voluntary Prepayment. Without prejudice to Section 2.11(b) (Increased Costs), Section 2.15 (Taxes), Section 2.17 (Illegality of Participation) and Section 5.05 (Insurance Covenants):
(a) Each Borrower shallthe Borrowers may prepay on any Interest Payment Date all or any part of the Loan, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ 30 days prior written notice to that effectIFC, repay an Advance in whole or in part but only if: (but if in part, in an amount that reduces i) the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with Borrowers simultaneously pay all accrued interest and Increased Costs (if any) on the amount repaid without of the Loan to be prepaid, together with the prepayment premium or penalty but subject specified in Section 2.07A(b), and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date; (ii) for a partial prepayment, that prepayment is an amount not less than $2,000,000; and (iii) if requested by IFC, the Borrowers deliver to IFC, prior to the payment date of any Break Costsprepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained and each of such Authorizations is in full force and effect.
(b) In On the event date of certain refusals by a Lender as provided any prepayment of the Loan in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations accordance with respect to this Agreement which have been approved by the Instructing GroupSection 2.07A(a), the relevant Borrower may, upon five Business Days’ written notice by Borrowers shall pay a prepayment premium consisting of an Authorised Representative of that Borrower amount in Dollars equal to the Agent (which notice the Agent shall promptly transmit to each relevant percentage of the Lenders) repay all Outstandingsamount to be prepaid, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
percentage being determined as follows: (i) in the case on or prior to June 15, 2013, two per cent (2%); and (ii) thereafter, one per cent (1%). The determination by IFC of the repayment prepayment premium shall be final and conclusive and bind the Borrowers (unless the Borrowers show, to the satisfaction of Revolving Facility Outstandings IFC, that such determination involved manifest error).
(c) Amounts of any Lender pursuant principal prepaid under this Section shall be applied by IFC to this paragraph the then outstanding installments of principal of the Loan in inverse order of maturity.
(bd) Upon delivery of a notice in accordance with Section 2.07A(a), the Revolving Facility Commitment Borrowers shall make the prepayment in accordance with the terms of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); andthat notice.
(iie) in the case Any principal amount of the repayment of any Term Facility Outstandings of any Lender pursuant to Loan prepaid under this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall Section 2.07A may not be deemed modified to reflect the changed Term Facility Commitments)re-borrowed.
Appears in 1 contract
Voluntary Prepayment. (a) Each Borrower shallThe Borrowers shall not repay, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount any portion of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on Principal Amount prior to September 27, 2021 (such period is the amount repaid without premium or penalty but subject to the payment of any Break Costs“No-Call Period”).
(b) In Subject to the event rest of certain refusals by a Lender as provided this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges whole or terminations with respect to this Agreement which have been approved by the Instructing Groupin part, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative then outstanding Principal Amount of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, this Note together with accrued and unpaid interest, Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after September 27, 2021), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (90) day period prior to the proposed prepayment date and other amounts owing to (iii) the Borrowers pay the Applicable Premium at the time of such Lender (or owing to such Lender prepayment. For purposes of this Note, “Applicable Premium” means, with respect to each Facility which gave rise any prepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and thereafter (if the Holder has consented in writing to any prepayment before September 27, 2021), three percent (3%) of the Principal Amount being repaid. Each notice of prepayment shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the need to obtain such Lender’s individual consent) in accordance with, and subject to account designated by the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Holder.
Appears in 1 contract
Sources: Securities Purchase Agreement (MedMen Enterprises, Inc.)
Voluntary Prepayment. (a) Each Borrower shallAt any time after the date falling six Months after the Initial Term Facility A Utilisation Date, the Company may, if it (or the Parent on its behalf) has given to gives the Agent not less than 3 five Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice to that effectnotice, repay an Advance in prepay the whole or in any part of any Initial Term Facility A Loan (but but, if in part, in an amount that reduces the Euro Amount of the relevant Advance by being a minimum amount of €US$5,000,000 (or its equivalent) and in integral multiples of US$1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium (or penalty but subject to the payment of any Break Costsits equivalent)).
(b) In At any time after the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing GroupInitial Term Facility B Utilisation Date, the relevant Borrower Company may, upon if it gives the Agent not less than five Business Days’ written notice by an Authorised Representative (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of that Borrower any Initial Term Facility B Loan (but, if in part, being a minimum amount of US$5,000,000 (or its equivalent) and in integral multiples of US$1,000,000 (or its equivalent)).
(c) The Company may prepay the whole or any part of (i) any Additional Facility Loan under any Additional Facility in accordance with the terms of the Additional Facility Notice relating to the Agent such Additional Facility or (ii) any Financial Indebtedness outstanding under any Permitted Additional Debt (which notice the Agent shall promptly transmit to each is not incurred by way of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consentan Additional Facility) in accordance withwith the terms of such Permitted Additional Debt, and subject provided that, any prepayment in respect of an Additional Facility Loan or any Permitted Additional Debt (as applicable) which is a term loan shall also require the Original Borrower to prepay at the same time any outstanding Initial Term Facility Loan in an amount at least pro rata to the requirements of, Clause 45.7 amount being applied in prepayment of such Additional Facility Loan or Permitted Additional Debt (Replacement of non-Instructing Group Lenderas applicable) so long as:
(i) in such that the case proportion of the repayment amount due to be applied in prepayment of Revolving (I) the Additional Facility Outstandings Loans bears to the then outstanding Additional Facility Loans or (II) the Permitted Additional Debt incurred or established by way of any Lender pursuant term loans bears to this paragraph the total outstanding Permitted Additional Debt incurred or established by way of term loans (b), the Revolving Facility Commitment of such Lender (if anyas applicable), is terminated concurrently with such repayment the same as (at which time Part I of Schedule 1 (Lenders and Commitmentsor less than) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case proportion of the repayment amount the Original Borrower shall apply in prepayment of any the Initial Term Facility Outstandings of any Lender pursuant Loans bear to this paragraph (b), the then outstanding Initial Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility CommitmentsLoans).
Appears in 1 contract
Sources: Facilities Agreement (New Frontier Public Holding Ltd.)
Voluntary Prepayment. (a) Each The Borrower shallshall have the right at any time and from time to time to prepay any Borrowing, if it in whole or in part, upon at least three (or the Parent on its behalf3) has given to the Agent not less than 3 Business Days’ prior written or fax notice in the case of Eurodollar Loans, or written or fax notice at least one (1) Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that effect, repay an Advance in whole or in part (but if in part, i) each partial prepayment shall be in an amount that reduces the Euro Amount of the relevant Advance by a minimum amount of €1,000,000 and is an integral multiple of €1,000,000$1,000,000 and not less than $1,000,000 and (ii) together at the Borrower’s election in connection with accrued interest on the amount repaid without premium or penalty but subject any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied to the payment of any Break Costsremaining scheduled amortization payments relating to such Term Loans as elected by the Borrower.
(b) In Each notice of prepayment shall specify the event prepayment date and the principal amount of certain refusals by a Lender as provided in Clause 45.7 each Borrowing (Replacement of non-Instructing Group Lenderor portion thereof) to consent be prepaid, shall be irrevocable and shall commit the Borrower to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved prepay such Borrowing by the Instructing Groupamount stated therein on the date stated therein; provided, however, that if such notices states that the prepayment is contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or any other specified event (including, but not limited to, the relevant occurrence of any Asset Sale or Change of Control), then the Borrower may, upon if the specified condition is not satisfied, (x) revoke such notice and/or (y) extend the prepayment date by not more than five (5) Business Days’ written notice by an Authorised Representative of that Borrower to the Agent Days (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment each of Revolving Facility Outstandings of any Lender pursuant to this paragraph clauses (bx) and (y), by providing notice to the Administrative Agent on or prior to the specified date); provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Credit Commitments) shall be deemed modified accompanied by accrued and unpaid interest on the principal amount to reflect be prepaid to but excluding the changed Revolving Facility Commitments); and
(ii) in the case date of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)payment.
Appears in 1 contract
Voluntary Prepayment. (a) Each The Borrower shallmay voluntarily prepay, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, all outstanding Loans, provided that:
I. the Borrower has sent a written notice to the Administrative Agent (for prompt delivery to the Lenders) at least 5 (five) Business Days prior to the intended prepayment date to inform the Administrative Agent of its intention to prepay all or any portion of the Loans, specifying the amount of such prepayment (which must be in an amount that reduces of at least R$10,000,000.00 (ten million Reais)) and the Euro Amount relevant prepayment date; provided such notice shall be irrevocable except to the extent conditioned on the consummation of an acquisition, investment, change of control, debt or equity offering, or debt financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied;
II. on the relevant prepayment date, the Borrower shall pay:
(a) the relevant Principal amount of such prepayment of the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs.CCBs;
(b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower accrued Interest to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment date of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments)prepayment; and
(c) the Prepayment Cost, provided that the Prepayment Cost will not be due if (i) cumulatively, (A) on or before October 11, 2018, Vrio has not consummated the Parent IPO; (B) the prepayment occurs on or before November 11, 2018; and (C) the Termination Date shall have occurred in connection with such prepayment; or (ii) in the case prepayment occurs on or after April 11, 2022 (inclusive); 35 Applicable to Santander. 36 Applicable to Votorantim. Continuation of “Bank Credit Note No. [•]”.
III. any voluntary prepayment shall be applied to prepay the remaining installments of all Loans as directed by the Borrower;
IV. any voluntary prepayment shall be made for the account of the repayment Lenders pro rata in accordance with the respective unpaid Principal amounts of any Term Facility Outstandings of any Lender pursuant the Loans then due and payable to this paragraph (b), them; and
V. amounts that are prepaid may not be reborrowed by the Term Facility Commitment of such Lender (if any) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect Borrower under the changed Term Facility Commitments)Loan Documents.
Appears in 1 contract
Sources: Bank Credit Note (Vrio Corp.)
Voluntary Prepayment. (a) Each Borrower shall, if it (or the Parent on its behalf) has given Prior to the Agent not less than 3 Business Days’ prior written notice to that effectMaturity Date, repay an Advance the Borrower may, in its sole discretion, prepay the Loan (such prepayment, a “Voluntary Prepayment”), in whole or in part (but if in part, in an amount that reduces on any Business Day following the Euro Amount end of the relevant Advance Prepayment Lockout Period (such date, the “Voluntary Prepayment Date”). Any such Voluntary Prepayment is required to be made on no less than ten (10) days’ prior notice (or such shorter period, but not less than two Business Days, as is necessary to cure an Event of Default) by a minimum amount the Borrower sending the Notice of €1,000,000 and an integral multiple of €1,000,000) together with accrued interest on the amount repaid without premium or penalty but subject Voluntary Prepayment to the payment of any Break CostsAgent, the Guarantor and the Servicer describing the Borrower’s election to prepay the Loan or portion thereof in the form attached hereto as Exhibit C. The Borrower may not prepay the Loan during the Prepayment Lockout Period.
(b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with With respect to this Agreement which any Voluntary Prepayment in part, on or prior to the related Voluntary Prepayment Date, the Borrower shall deposit into the Collection Account, an amount equal to the sum of (i) the amount of outstanding principal of the Loan being prepaid and (ii) all accrued and unpaid interest thereon. Such partial Voluntary Prepayment shall be distributed by the Agent, based on the Monthly Servicer Report, on the related Voluntary Prepayment Date pro rata between (i) Component 1 and the DOE Component and (ii) Component 2. With respect to clause (i) of the immediately preceding sentence, such partial Voluntary Prepayment shall be distributed (A) first, to the Lender Account in respect of the Outstanding Component 1 Balance until the Outstanding Component 1 Balance is reduced to $[***] and (B) second, to the Guarantor in respect of the Outstanding DOE Component Balance until the Outstanding DOE Component Balance is reduced to $[***].
(c) With respect to a Voluntary Prepayment of the Loan in full, on or prior to the related Voluntary Prepayment Date, the Borrower shall be required to deposit into the Collection Account an amount equal to (i) the sum of (A) the Outstanding Loan Balance, (B) all accrued and unpaid interest thereon, (C) Post-ARD Additional Interest Amounts, if any, and (D) all amounts owed to the Guarantor, the Agent, the Manager, the Servicer, the Back-Up Servicer, the Transition Manager and any other parties to the Loan Documents, minus (ii) the sum of the amounts then on deposit in the Reserve Account, the Section 25D Interest Account, the Equipment Replacement Reserve Account, the Prefunding Account and the Capitalized Interest Account. The Agent shall make distributions on the related Voluntary Prepayment Date in accordance with the Priority of Payments (without giving effect to clauses (vi) through (x) thereof) and solely as specified in the related Voluntary Prepayment Servicer Report and to the extent the Outstanding Loan Balance is prepaid and all other obligations of the Borrower under the Loan Documents have been approved by paid, release any remaining assets in the Instructing GroupCollateral to, or at the direction of, the relevant Borrower.
(d) If the Borrower mayelects to rescind the Voluntary Prepayment, upon five Business Days’ it must give written notice by an Authorised Representative of that Borrower to the Agent (which notice and the Guarantor of such determination at least two Business Days prior to the Voluntary Prepayment Date. If a Voluntary Prepayment of the Loan has been rescinded pursuant to this Section 6.01(d), the Agent shall promptly transmit provide notice of such rescission to each of the Lenders) repay all Outstandings, together with accrued and unpaid interest, fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Facility which gave rise copies to the need to obtain such Lender’s individual consent) in accordance withGuarantor, the Borrower, the Capital Markets Issuer, the Indenture Trustee, Sunnova Energy, the Depositor, the Rating Agency and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:Fitch.
(ie) No Voluntary Prepayment in full may be effected hereunder unless the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender Capital Markets Issuer (if any) is terminated concurrently has simultaneously exercised a voluntary prepayment under the related Indenture.
(f) No Voluntary Prepayment in full or in part may be effected unless the Capital Markets Issuer (if any) has deposited into the Lender Account any amounts payable by the Capital Markets Issuer in connection with such repayment (at which time Part I prepayment that are not correspondingly payable by the Borrower in respect of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Term Facility Commitments)Loan.
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Sources: Loan and Security Agreement (Sunnova Energy International Inc.)
Voluntary Prepayment. On or about the Second Amendment Effective Date, Borrower made a prepayment to Bank in an amount equal to Twenty Million Dollars (a$20,000,000) Each of the outstanding principal balance of the Term Loan Advance as of such date. On or about April 1, 2022, ▇▇▇▇▇▇▇▇ made a prepayment to Bank in an amount equal to Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance on such date. On or about the Third Amendment Effective Date, Borrower shallprepaid an additional One Million Dollars ($1,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “Third Amendment Prepayment”); provided that, if it (or for the Parent on its behalf) has given avoidance of doubt, no Prepayment Fee was applied to the Agent Third Amendment Prepayment. On or prior to September 30, 2022, Borrower shall prepay an additional Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “2022 Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee shall apply to the 2022 Prepayment. On or prior to the Fall 2022 Prepayment Date, Borrower shall prepay an additional Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “Fall 2022 Prepayment”); provided that, for the avoidance of doubt, no Prepayment Fee shall apply to the Fall 2022 Prepayment. At any time, Borrower shall have the option to prepay all, but not less than 3 Business Days’ prior all, of the remaining outstanding principal balance of the Term Loan Advance, provided Borrower (A) delivers written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces Bank of its election to prepay the Euro Amount remaining outstanding principal balance of the relevant Term Loan Advance by a minimum amount of €1,000,000 at least five (5) Business Days prior to such prepayment, and an integral multiple of €1,000,000(B) together with accrued interest pays, on the amount repaid without premium or penalty but subject to the payment date of any Break Costs.
such prepayment (bw) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations all remaining outstanding principal due hereunder with respect to this Agreement which have been approved by the Instructing GroupTerm Loan Advance, the relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) repay all Outstandings, together with plus accrued and unpaid interestinterest thereon, fees(x) the Prepayment Fee, if applicable, (y) the Final Payment, and (z) all other amounts owing to such Lender (or owing to such Lender sums, if any, that shall have become due and payable hereunder with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as:
(i) in the case of the repayment of Revolving Facility Outstandings of any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the changed Revolving Facility Commitments); and
(ii) in the case of the repayment of any Term Facility Outstandings of any Lender pursuant to this paragraph (b), the Term Facility Commitment of such Lender (if any) is terminated concurrently Loan Advance, including interest at the Default Rate with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified respect to reflect the changed Term Facility Commitments)any past due amounts.”
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