Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts); provided, that: (A) all such prepayments shall be made either on a Monthly Settlement Date or upon not less than two (2) Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent and each Lender. Each partial prepayment shall be in amount equal to $1,000,000 or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by the Administrative Agent). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; (B) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders ratably; (C) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the date of such prepayment; and (D) if any such prepayment is made (x) from the proceeds of a voluntary repurchase permitted with the written consent of the Administrative Agent in accordance with the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 23, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount of such prepayment. (ii) The Borrower may, at any time from time to time upon at least two (2) Business Day’s prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the unused Commitments and/or request the termination of its ability to request Discretionary Loans. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the unused Commitments or specified termination of the ability to request Discretionary Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and shall be effective on the date specified in the Borrower’s notice and shall reduce the unused Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part of the unused Commitments (but not a cancellation of the ability to request Discretionary Loans or the automatic partial reduction of Commitments to occur on November 1, 2020) effective on or prior to March 23, 2022, the Borrower shall pay the Early Prepayment Premium in accordance with the Fee Letter (without double counting for any amounts paid pursuant to clause (i)(D) above).
Appears in 1 contract
Sources: Loan and Security Agreement (Sinclair Broadcast Group Inc)
Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Dateand from time to time:
(1) with respect to Base Rate Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount (together or the outstanding amount of such Base Rate Loans);
(2) with respect to Eurodollar Rate Loans, Borrower may prepay any Breakage Amountssuch Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount (or the outstanding amount of such Eurodollar Rate Loans); provided, that:and
(A3) all with respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount (or the outstanding amount of such Swing Line Loans).
(ii) All such prepayments shall be made either on a Monthly Settlement Date or made:
(1) upon not less than two one (21) Business Days’ (given by 3:00 pm New York time) Day’s prior written or telephonic notice in the case of Base Rate Loans;
(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and
(3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans; in each case given to Administrative AgentAgent or Swing Line Lender, as the case may be, by 10:00 a.m. 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing by delivery of written notice thereof to Administrative Agent (and Administrative Agent will promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender. Each partial prepayment shall be in amount equal to $1,000,000 ) or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by Swing Line Lender, as the Administrative Agent)case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;
(B) ; provided, however, any such voluntary prepayment hereunder shall be applied to the Loans and Lenders ratably;
(C) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on notice may state that the date of such prepayment; and
(D) if any such prepayment is made (x) from the proceeds of a voluntary repurchase permitted with the written consent of the Administrative Agent Loans is conditioned upon the effectiveness of another specified financing or other event, in accordance with which case the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 23, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount date of such prepayment.
reduction or termination may be delayed or the notice may be revoked by Borrower (ii) The Borrower may, at any time from time to time upon at least two (2) Business Day’s prior by written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the unused Commitments and/or request the termination of its ability to request Discretionary Loans. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. The Borrower’s notice to Administrative Agent shall designate the date (which Agent) if such financing specified therein is not consummated. Any such voluntary prepayment shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the unused Commitments or specified termination of the ability to request Discretionary Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are applied as specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and shall be effective on the date specified in the Borrower’s notice and shall reduce the unused Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part of the unused Commitments (but not a cancellation of the ability to request Discretionary Loans or the automatic partial reduction of Commitments to occur on November 1, 2020) effective on or prior to March 23, 2022, the Borrower shall pay the Early Prepayment Premium in accordance with the Fee Letter (without double counting for any amounts paid pursuant to clause (i)(D) aboveSection 2.15(a).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)
Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts); provided, that:
(A) all such prepayments shall be made either on a Monthly Settlement Date or upon not less than two (2) Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent and each Lender. Each partial prepayment shall be in amount equal to $1,000,000 or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by the Administrative Agent). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;
(B) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders ratablyratably based on the Aggregate Loan Amount (irrespective of class);
(C) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the date of such prepayment; and
(D) if any such prepayment is made (x) from the proceeds of a voluntary repurchase permitted with the written consent of the Administrative Agent in accordance with the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 2325, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount of such prepayment.
(ii) The Borrower may, at any time from time to time upon at least two (2) Business Day’s prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the unused Commitments and/or request the termination of its ability to request Discretionary Loans. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the unused Commitments or specified termination of the ability to request Discretionary Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and shall be effective on the date specified in the Borrower’s notice and shall reduce the unused Commitment of each Lender proportionately to its Percentage thereofthereof (irrespective of class). In connection with any such reduction in whole or in part of the unused Commitments (but not a cancellation of the ability to request Discretionary Loans or the automatic partial reduction of Commitments to occur on November 1, 2020) effective on or prior to March 23, 2022, the Borrower shall pay the Early Prepayment Premium in accordance with the Fee Letter (without double counting for any amounts paid pursuant to clause (i)(D) above).
Appears in 1 contract
Sources: Loan and Security Agreement (Sinclair Broadcast Group Inc)
Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts)) in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, that:
(A) no request for prepayment shall be effective if it shall request a prepayment in an amount that would cause the Aggregate Loan Amount to be an amount less than the sum of the Revolving A Minimum Funding Amount plus the Revolving B Minimum Funding Amount.
(B) all such prepayments shall be made either on a Monthly Settlement Date or made, upon not less than two (2) three Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice by facsimile or telephone to each Lender. Each partial prepayment shall be in amount equal to $1,000,000 or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by the Administrative Agent). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;
(BC) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders ratably;in Applicable Class Order; and
(CD) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the date of such prepayment; and
immediately following Settlement Date (D) if any to the extent such prepayment date is made (x) from the proceeds of not a voluntary repurchase permitted with the written consent of the Administrative Agent in accordance with the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 23, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount of such prepaymentSettlement Date).
(ii) The Borrower may, at any time from time to time upon at least two (2) Business Day’s not less than thirty days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the unused Commitments and/or request Facility Limit in an amount up to the amount by which the Facility Limit exceeds the Aggregate Loan Amount plus the Adjusted Revolving A LC Participation Amount at the time of such proposed termination of its ability to request Discretionary Loans. Each or reduction; provided, that (x) any such partial reduction of the Facility Limit shall be in a an aggregate minimum aggregate amount of $5,000,000 or 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereofof that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the unused Commitments or specified termination of the ability to request Discretionary Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and Facility Limit shall be effective on the date specified in the Borrower’s notice and shall reduce the unused Revolving A Commitment and Revolving B Commitment proportionately and reduce the Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part of the unused Commitments (but not a cancellation of the ability to request Discretionary Loans or the automatic partial reduction of Commitments to occur on November 1, 2020) effective on or prior to March 23, 2022Facility Limit, the Borrower shall pay the Early Prepayment Commitment Termination Premium in accordance with the Fee Letter (without double counting for any amounts paid pursuant to clause (i)(D) above)Letter.
Appears in 1 contract
Sources: Loan and Security Agreement (Exela Technologies, Inc.)
Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts); provided, that:
(A) all such prepayments shall be made either on a Monthly Settlement Date or upon not less than two (2) Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent and each Lender. Each partial prepayment shall be in amount equal to $1,000,000 or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by the Administrative Agent). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;
(B) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders ratably;
(C) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the date of such prepayment; and
(D) if any such prepayment is made (x) from the proceeds of a voluntary repurchase permitted with the written consent of the Administrative Agent in accordance with the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 23, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount of such prepayment.
(iia) The Borrower may, may at any time from time to time upon at least two (2) Business Day’s Days’ (or such shorter period as is acceptable to Agent) prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the unused Commitments and/or request the termination of its ability to request Discretionary Loans. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. The Borrower’s notice to Administrative Agent shall designate prepay or repay the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the unused Commitments or specified termination of the ability to request Discretionary Revolving Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and shall be effective on the date specified in the Borrower’s notice and shall reduce the unused Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part in increments of at least $100,000 (or the remaining balance, if less, and other than Swing Loans, for which prior written notice is not required and for which no minimum prepayment or repayment amount shall apply). Subject to Section 1.10(c), amounts transferred pursuant to the Control Agreements shall be applied to the repayment of outstanding Revolving Loans without the necessity of notice and without regard to minimum increments, or if no Revolving Loans are outstanding, shall be transferred per the Borrower’s written instructions. The proceeds of all such prepayments and repayments shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and shall be without penalty or premium, except as provided in Sections 1.9 and 10.4.
(b) The Borrower may at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Agent) prior written notice to Agent permanently reduce (or terminate) the Aggregate Revolving Loan Commitment in increments of at least $5,000,000 (or the remaining amount, if less); provided, that the Aggregate Revolving Loan Commitment shall not be reduced to an amount less than the sum of the unused Commitments (but aggregate outstanding principal balance of Revolving Loans and Swing Loans plus Letter of Credit Obligations outstanding, and if the Aggregate Revolving Loan Commitment is not a cancellation terminated, it may be reduced to no less than $25,000,000. All reductions of the ability to request Discretionary Loans Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. A permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit, and shall be without penalty or premium, except as provided in Sections 1.9 and 10.4.
(c) Each notice of any prepayment, repayment or reduction shall not thereafter be revocable by the Borrower and Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment, repayment or reduction; provided, however, that notice may be contingent on the occurrence of a refinancing or the automatic partial reduction consummation of Commitments a sale or other disposition of assets and may be revoked or the termination date deferred if the refinancing or sale or other disposition of assets does not occur, which revocation shall be subject to occur on November 1, 2020) effective on or prior to March 23, 2022, the Borrower shall pay the Early Prepayment Premium reimbursement for funding losses as set forth in accordance with the Fee Letter (without double counting for any amounts paid pursuant to clause (i)(D) above)Section 10.4.
Appears in 1 contract