Prepayment and Cancellation. 7.1 Mandatory prepayment — illegality (a) A Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan. (b) After notification under paragraph (a) above the Facility Agent must notify the Company and: (i) if that Lender requests, the Company must repay or prepay the share of that Lender’s participation in any Loan on the date specified in paragraph (c) below; and (ii) the Commitment of that Lender will be immediately cancelled. (c) The date for repayment or prepayment of a Lender’s share in any Loan will be: (i) the last day of the current Interest Period for each Loan; or (ii) if earlier, the date specified by the Lender in the notification delivered to the Facility Agent under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law. 7.2 Mandatory prepayment — Change of Control or Ratings Downgrade (a) Subject to any confidentiality restrictions, the Company must promptly notify the Facility Agent if it becomes aware of any Change of Control or Ratings Downgrade or any event which would be reasonably likely to result in a Change of Control or Ratings Downgrade. (b) After a Change of Control or a Ratings Downgrade, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms.
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Prepayment and Cancellation. 7.1 6.1 Mandatory prepayment — illegality
(a) A If it becomes, or to the knowledge of any Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any applicable jurisdiction for that a Lender to perform any of its obligations under as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any Loanof its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event).
(b) After notification under paragraph (a) above the Facility Agent must notify the Company and:(and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below):
(i) if that Lender requests, the Company Owner must repay or prepay the share of that Lender’s participation Lender in any the relevant Loan or Loans on the date specified in paragraph (c) below; and
(ii) the Commitment Commitments of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s share in any a Loan will be:
(i) the last day of the current Interest Period for each Term of that Loan; or
(ii) if earlier, the date specified by the that Lender in the notification notice delivered to the Facility Agent Owner under paragraph (a) above and which must not be (being no earlier than the last day of any applicable grace period allowed permitted by law.
7.2 Mandatory prepayment — Change of Control or Ratings Downgrade
(a) Subject to any confidentiality restrictions, the Company must promptly notify the Facility Agent if it becomes aware of any Change of Control or Ratings Downgrade or any event which would be reasonably likely to result in a Change of Control or Ratings DowngradeApplicable Law).
(bd) After If, prior to the occurrence of a Change Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of Control twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a Ratings Downgradeview to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Facility Agent must, by notice Owner shall be obliged to immediately prepay the Company:
share of that Lender in the Loan on the date specified in paragraph (ic) cancel the Total Commitments; and
(ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsabove.
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Prepayment and Cancellation. 7.1 11.1 Mandatory prepayment — - illegality
(a) A Lender must notify the Facility Agent and the Company Parent promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any LoanCredit.
(b) After notification under paragraph (a) above the Facility Agent must notify the Company andabove:
(i) if that Lender requests, the Company each Borrower must repay or prepay the share of that Lender’s participation Lender in any Loan each Credit utilised by it on the date specified in paragraph (c) below; and
(ii) the Commitment Commitments of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s 's share in any Loan a Credit will be:
(i) within three Business Days following receipt by the last day Company of notice from the current Interest Period for each LoanFacility Agent; or
(ii) if earlier, the date specified allowed by the Lender in the notification delivered to the Facility Agent under paragraph (a) above and which must not be earlier than relevant law, the last day of any applicable grace period allowed by lawthe current Term of that Credit.
7.2 11.2 Mandatory prepayment — Change - change of Control or Ratings Downgradecontrol
(a) Subject to any confidentiality restrictions, the Company The Parent must promptly notify the Facility Agent if it becomes aware of any Change person or group of Control or Ratings Downgrade or any event persons acting in concert which would be reasonably likely acquires control of the Parent (other than pursuant to result in a Change of Control or Ratings Downgradethe Scheme).
(b) After a Change of Control or a Ratings Downgrade, the The Facility Agent mustmust promptly notify each Lender of any notification under paragraph (a) above. Each Lender may, within 10 Business Days, by notice to the CompanyParent:
(i) cancel the Total its Commitments; and
(ii) declare demand that its participation in all outstanding LoansCredits, together with accrued interest and all other amounts accrued under the Finance Documents, to Documents be immediately due and payablepayable within 30 days. Any such notice will will, subject to paragraph (c) below, take effect in accordance with its terms.
(c) If Lenders, whose shares in the outstanding Credits and whose undrawn Commitments aggregate 66 2/3 per cent. or more of the aggregate of all the Credits and the undrawn Commitments of all the Lenders, give notice to the Parent under paragraph (b) above, the Facility Agent must, by notice to the Parent:
(i) cancel the Total Commitments within 30 days;
(ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable within 30 days. Any such notice will supersede any notice under paragraph (b) above and take effect in accordance with its terms.
(d) After any notice under paragraph (b) above:
(i) only Rollover Loans may be made; and
(ii) the Terms of those Loans must not overrun the day on which the Loans are due to be paid under paragraph (c) above.
(e) In paragraph (a) above: control has the meaning given to it in section 416 of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers.
11.3 Mandatory prepayment - disposals
(a) In this Subclause:
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Prepayment and Cancellation. 7.1 Mandatory prepayment — - illegality
(a) A Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is unlawful in any applicable relevant jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan.
(b) After notification under paragraph (a) above the Facility Agent must notify the Company andabove:
(i) if that Lender requests, the Company must repay or prepay the share of that Lender’s participation Lender in any each Loan made to it on the date specified in paragraph (c) below; and
(ii) the Commitment Commitments of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s 's share in any a Loan will be:
(i) the last day Business Day following receipt by the Company of notice from the current Interest Period for each LoanLender under paragraph (a) above; or
(ii) if earlierlater, the latest date specified allowed by the Lender in the notification delivered to the Facility Agent under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by relevant law.
7.2 Mandatory prepayment — Change - change of Control or Ratings Downgradecontrol
(a) Subject to any confidentiality restrictions, the Company The Parent must promptly notify the Facility Agent if if:
(i) it becomes aware of any Change person or group of Control or Ratings Downgrade or any event which would be reasonably likely persons (other than the Shareholders) acting in concert gaining control of the Parent; or
(ii) the percentage of the issued ordinary shares of the Parent held by a Shareholder changes; or
(iii) the Special Shareholder becomes entitled to result acquire all the issued ordinary shares in a Change of Control or Ratings Downgradethe Company.
(b) After a Change of Control or a Ratings Downgradenotification under paragraph (a) above, if the Majority Lenders so require, the Facility Agent must, by notice to the Company:
(i) cancel the Total Commitments; and
(ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms.
(c) In paragraph (a) above: control has the meaning given to it in section 416 of the Income and Corporation Taxes Act 1988; and acting in con▇▇▇▇ ▇▇ans acting together pursuant to an agreement or understanding (whether formal or informal).
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Prepayment and Cancellation. 7.1 6.1 Mandatory prepayment — illegality
(a) A - illegality If it becomes, or to the knowledge of the Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is to become, unlawful in any applicable jurisdiction for that the Lender to perform any of its obligations under as contemplated by this Agreement or a Finance Document or to fund or maintain its share one or more of the Loans (the Event of Illegality), the Lender shall notify the Borrowers. The Borrowers and the Lender shall thereafter consult with each other in good faith for a period of thirty (30) days or in the event that the Event of Illegality takes effect before the expiration of 30 days, for the maximum number of days available before the Event of Illegality takes effect with a view to restructuring the Facility in such a way as to avoid the effect of the Event of Illegality. If agreement cannot be reached between the parties within this period, the Borrowers shall repay the relevant Loan or Loans to the Lender on the last day of the Term for each relevant Loan which is current at the time the Lender notifies the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Owners (being no earlier than the last day of any Loanapplicable grace period permitted by Applicable Law).
6.2 Mandatory prepayment – change of control of Danaos
(a) The Borrowers must promptly notify the Lender if any of them becomes aware of any person or group of persons acting in concert gaining control of Danaos from ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ and his immediate family, be it direct or indirect.
(b) After notification under paragraph (a) above the Facility Agent must notify the Company and:
(i) or if that Lender requests, the Company must repay or prepay the share of that Lender’s participation in any Loan on the date specified in paragraph (c) below; and
(ii) the Commitment of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s share in any Loan will be:
(i) the last day of the current Interest Period for each Loan; or
(ii) if earlier, the date specified by the Lender in the notification delivered to the Facility Agent under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.
7.2 Mandatory prepayment — Change of Control or Ratings Downgrade
(a) Subject to any confidentiality restrictions, the Company must promptly notify the Facility Agent if it otherwise becomes aware of any Change of Control or Ratings Downgrade or any event which would be reasonably likely to result in a Change of Control or Ratings Downgrade.
(b) After a Change of Control or a Ratings Downgradethe same, the Facility Agent mustLender may, by notice to the CompanyBorrowers delivered to the Borrowers within 30 days of such notification:
(i) cancel the Total CommitmentsFacility; and
(ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, Loans to be immediately promptly, and in any event within 60 days of such declaration due and payable. Any such notice will take effect in accordance with its terms.
(c) In paragraph (a) above: control has the meaning given to it in section 416 of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers.
6.3 Mandatory prepayment- Change of control of the Charterer
(a) The Borrowers must promptly notify the Lender if any of them becomes aware of any person or group of persons acting in concert gaining control of the Charterer, be it direct or indirect.
(b) After notification under paragraph (a) above or if the Lender otherwise becomes aware of the same in respect of the Charterer, the Lender may undertake a credit review, in good faith, of the terms of this Agreement. The Lender’s determination pursuant to the credit review shall be made in the Lender’s absolute discretion and the Lender shall inform the Borrowers upon having reached such determination. In the event that the Lender does not find the results of the credit review satisfactory, the Lender shall be entitled to require any amendments to this Agreement which, in its absolute discretion, it may consider appropriate.
Appears in 1 contract
Prepayment and Cancellation. 7.1 6.1 Mandatory prepayment — - illegality
(a) A If it becomes, or to the knowledge of any Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any applicable jurisdiction for that a Lender to perform any of its obligations under as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any Loanof its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event).
(b) After notification under paragraph (a) above the Facility Agent must notify the Company and:(and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below):
(i) if that Lender requests, the Company Owner must repay or prepay the share of that Lender’s participation Lender in any the relevant Loan or Loans on the date specified in paragraph (c) below; and
(ii) the Commitment Commitments of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s 's share in any a Loan will be:
(i) the last day of the current Interest Period for each Term of that Loan; or
(ii) if earlier, the date specified by the that Lender in the notification notice delivered to the Facility Agent Owner under paragraph (a) above and which must not be (being no earlier than the last day of any applicable grace period allowed permitted by law.
7.2 Mandatory prepayment — Change of Control or Ratings Downgrade
(a) Subject to any confidentiality restrictions, the Company must promptly notify the Facility Agent if it becomes aware of any Change of Control or Ratings Downgrade or any event which would be reasonably likely to result in a Change of Control or Ratings DowngradeApplicable Law).
(bd) After If, prior to the occurrence of a Change Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of Control twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a Ratings Downgradeview to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Facility Agent must, by notice Owner shall be obliged to immediately prepay the Company:
share of that Lender in the Loan on the date specified in paragraph (ic) cancel the Total Commitments; and
(ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsabove.
Appears in 1 contract
Prepayment and Cancellation. 7.1 Mandatory prepayment — - illegality
(a) A Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is unlawful under any applicable law in any applicable relevant jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan.
(b) After notification under paragraph (a) above the Facility Agent must notify the Company andabove:
(i) if that Lender requests, the Company each Borrower must repay or prepay the share of that Lender’s participation Lender in any each Loan made to it on the date specified in paragraph (c) below; and
(ii) the Commitment of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s share in any a Loan will be:
(i) the last day of the current Interest Period for each Term of that Loan; or
(ii) if earlier, the date specified by the Lender in the notification delivered to the Facility Agent under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.
7.2 Mandatory prepayment — Change - change of Control or Ratings Downgradecontrol
(a) Subject For the purposes of this Clause a change of control occurs if ▇▇ ▇▇▇▇▇▇▇▇ ▇▇-Amoudi ceases to any confidentiality restrictionsbe the legal and beneficial owner, directly or indirectly, of more than 90 per cent. of the issued share capital of the Company;
(b) The Company must promptly notify the Facility Agent if it becomes aware of any Change change of Control or Ratings Downgrade or any event which would be reasonably likely to result in a Change of Control or Ratings Downgradecontrol.
(bc) After a Change change of Control or control, the Company and the Lenders shall (if any of them so requires) in good faith enter into negotiations for a Ratings Downgradeperiod of up to 60 days concerning the continuance of the Facility.
(d) If by the end of such period mutual agreement between the Company and the Lenders concerning the continuance of the Facility has not been reached, the Facility Agent must, by notice to the Company:
(i) cancel the Total Commitments; and
(ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. .
(e) Any such notice will take effect in accordance with its terms.
7.3 Mandatory Prepayment - sale of assets/debt transactions
(a) On receipt after the date of this Agreement by any member of the Company Group of Net Disposal Proceeds from the disposal of assets (other than proceeds in respect of Permitted Disposals), the Company shall procure, if the amount received is more than SEK50,000,000 in aggregate in respect of any financial year of the Parent Group, that an amount equal to the amount by which that aggregate amount exceeds SEK50,000,000 is promptly used to prepay any Loans then outstanding.
(b) On receipt by any member of the Company Group of Net Capital Proceeds, the Company shall procure, if the amount received is more than SEK50,000,000 in aggregate in respect of any financial year of the Parent Group, that an amount equal to the Net Capital Proceeds is promptly used to prepay any Loans then outstanding. Notwithstanding the foregoing, the Net Capital Proceeds received by the Company by way of drawings under the Take Out Facility must be used in their entirety to prepay any Loans then outstanding.
(c) In the event that any Net Disposal Proceeds or Net Capital Proceeds which would otherwise be required to be applied in prepayment of Loans under this Clause 7.3, are received prior to the date on which the Facility is first utilised, the Facility shall be cancelled upon that receipt by that amount. Such cancellation shall reduce the Commitment of the Lenders rateably.
(d) For the purposes of this Clause 7.2(e):
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