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, upon not less than 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). 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; (C) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; and (D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date). (ii) The Borrower may, upon 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 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 or reduction; provided, that (x) any such partial reduction of the Facility Limit shall be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of 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 Facility Limit shall be effective on the date specified in the Borrower’s notice and shall reduce the 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 Facility Limit, the Borrower shall pay the Early Commitment Termination Premium in accordance with the Fee Letter.
Appears in 1 contract
Sources: Loan and Security Agreement (Exela Technologies, 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 (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:amount (or the outstanding amount of such Base Rate Loans);
(A2) no request for prepayment shall be effective if it shall request a prepayment with respect to Eurodollar Rate Loans, 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 would cause amount (or the Aggregate Loan Amount outstanding amount of such Eurodollar Rate Loans); and
(3) with respect to be Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount less than of $500,000, and in integral multiples of $100,000 in excess of that amount (or the sum outstanding amount of the Revolving A Minimum Funding Amount plus the Revolving B Minimum Funding Amountsuch Swing Line Loans).
(Bii) all All such prepayments shall be made, :
(1) upon not less than one (1) Business Day’s prior written or telephonic notice in the case of Base Rate Loans;
(2) upon not less than three Business Days’ (given by 3:00 pm New York time) 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 telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by facsimile telefacsimile or telephone to each Lender)) or Swing Line Lender, as the 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;
; provided, however, any such notice may state that the date of such prepayment of the Loans is conditioned upon the effectiveness of another specified financing or other event, in which case the date of such reduction or termination may be delayed or the notice may be revoked by Borrower (Cby written notice to Administrative Agent) any if such financing specified therein is not consummated. Any such voluntary prepayment hereunder shall be applied to the Loans and Lenders as specified in Applicable Class Order; and
(D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement DateSection 2.15(a).
(ii) The Borrower may, upon 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 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 or reduction; provided, that (x) any such partial reduction of the Facility Limit shall be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of 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 Facility Limit shall be effective on the date specified in the Borrower’s notice and shall reduce the 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 Facility Limit, the Borrower shall pay the Early Commitment Termination Premium in accordance with the Fee Letter.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)
Voluntary Prepayments Commitment Reductions. (ia) Any Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time after the Closing Date, the Borrower may and from time to time prepay any such Loans Swing Line Loan on any Business Day in whole or in part (together with any Breakage Amounts) in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 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. Company may, upon not less than three one (1) Business Days’ (given by 3:00 pm New York time) Day's prior written or telephonic notice notice, in the case of Base Rate Loans, and three (3) Business Days' prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent, Agent by 10:00 a.m. 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and which original written or telephonic notice Administrative Agent will promptly transmit such telephonic or original notice by facsimile telefacsimile or telephone to each Lender), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount in the case of Term Loans and $100,000 and integral multiples of $500,000 in excess of that amount in the case of Revolving Loans; provided, however, that a Eurodollar Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company pays Lenders any amount required pursuant to Section 2.18(c) on the date of such prepayment. Upon the giving Notice of any such noticeprepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;
(C) ; provided that Company may rescind or postpone any such voluntary notice of prepayment hereunder shall be applied to if such prepayment would have resulted from a refinancing of all of the Loans and Lenders in Applicable Class Order; and
(D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans refinancing shall not be consummated or otherwise shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date)delayed.
(iib) The Borrower Company may, upon not less than thirty days’ three (3) Business 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 telefacsimile or telephone to each applicable Lender) ), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, the Facility Limit Revolving Loan Commitments in an amount up to the amount by which the Facility Limit exceeds Revolving Loan Commitments exceed the Aggregate Total Utilization of Revolving Loan Amount plus the Adjusted Revolving A LC Participation Amount Commitments at the time of such proposed termination or reduction; provided, that (x) any such partial reduction of the Facility Limit Revolving Loan Commitments shall be in an aggregate minimum amount of $10,000,000 2,000,000 and integral multiples of $5,000,000 1,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000amount. The Borrower’s Company'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 Facility Limit Revolving Loan Commitments shall be effective on the date specified in the Borrower’s Company's notice and shall reduce the Revolving A Commitment and Revolving B Commitment proportionately and reduce the Loan Commitment of each Lender having Revolving Credit Exposure proportionately to its Percentage thereof. In connection Pro Rata Share (determined with respect to Revolving Loan Commitments); provided that Company may rescind or postpone any such reduction notice of termination of the Revolving Loan Commitments if such termination would have resulted from a refinancing of all of the Loans and such refinancing shall not be consummated or otherwise shall be delayed.
(c) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement, so long as (i) there is no Default, (ii) there is no Event of Default and (iii) no Default or Event of Default would result therefrom, Company may repurchase outstanding Term Loans on the following bases:
(i) Company may repurchase on a non-pro rata basis all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment Agreement, between Company and such Lender or Lenders in an aggregate principal amount not to exceed 30% of the initial aggregate principal amount of Term Loans with respect to all such repurchases pursuant to this clause (i); provided that, with respect to such repurchases, Company shall simultaneously provide a copy of such Assignment Agreement and any other agreements between Company and such Lender with respect to such repurchase to Administrative Agent and GSCP;
(ii) In addition, Company may make one or more offers (each, an "OFFER") to repurchase all or any portion of the Term Loans (such Term Loans, the "OFFER LOANS") of Lenders, provided, (A) Company delivers a notice of such Offer to Administrative Agent (to be distributed to the Lenders) no later than 12:00 noon (New York City time) at least five (5) Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of the Offer, (3) the repurchase price per dollar of principal amount of such Offer Loans at which Company is willing to repurchase the Offer Loans and (4) the instructions, consistent with this Section 2.12(c) with respect to the Offer (which shall be reasonably acceptable to Company, Administrative Agent and GSCP), that a Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of the Offer shall be no less than an aggregate $1,000,000; (C) Company shall hold the Offer open for a minimum period of two (2) Business Days; (D) a Lender who elects to participate in the Offer may choose to tender all or part of such Lender's Offer Loans; and (E) the Offer shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with their Pro Rata Shares; provided, further that, if any Lender elects not to participate in the Offer, either in whole or in part part, the amount of such Lender's Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans;
(iii) With respect to all repurchases made by Company pursuant to this Section 2.12(c), (A) Company shall pay all accrued and unpaid interest, if any, on the repurchased Term Loans to the date of repurchase of such Term Loans (B) Company shall have provided to all Lenders all information that, together with any previously provided information, would satisfy the requirements of Rule 10b-5 of the Facility LimitExchange Act with respect to an offer by Company to repurchase securities registered under the Securities Act (whether or not such securities are outstanding) as if such offer was being made as of the date of such repurchase of Term Loans from a Lender and (C) such repurchases shall not be deemed to be voluntary prepayments pursuant to this Section 2.12, Section 2.13 or 2.16 hereunder except that the amount of the Loans so repurchased shall be applied on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan;
(iv) Following repurchase by Company pursuant to this Section 2.12(c), the Borrower Term Loans so repurchased shall pay be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Company), for all purposes of this Agreement and all other Credit Documents, including, but not limited to (A) the Early Commitment Termination Premium making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document. Any payment made by Company in accordance connection with a repurchase permitted by this Section 2.12(c) shall not be subject to the Fee Letterprovisions of either Section 2.16 or Section 2.17. Failure by Company to make any payment to a Lender required by an agreement permitted by this Section 2.12(c) shall not constitute an Event of Default under Section 8.1(a); and
(v) Notwithstanding any of the provisions set forth in this Agreement to the contrary, Company, the Lenders and Agents hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Term Loans constitute "securities" for purposes of either the Securities Act or the Exchange Act.
Appears in 1 contract
Voluntary Prepayments Commitment Reductions. (ia) Any time after the Closing Date, the 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 prepay any such or repay the Revolving Loans on any Business Day in whole or in part in increments of at least $100,000 (together 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 Breakage Amountstime 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 an aggregate minimum amount increments of at least $1,000,000 and integral multiples of $500,000 in excess of that 5,000,000 (or the remaining amount, if less); provided, that:
(A) no request for prepayment shall be effective if it shall request a prepayment in an amount that would cause the Aggregate Revolving Loan Amount Commitment shall not be reduced to be an amount less than the sum of the 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 terminated, it may be reduced to no less than $25,000,000. All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. A Minimum Funding Amount plus permanent reduction of the Revolving B Minimum Funding AmountLoan 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.
(Bc) all such prepayments Each notice of any prepayment, repayment or reduction shall not thereafter be made, upon not less than three Business Days’ (given revocable 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 (Borrower and Administrative Agent will promptly transmit such telephonic or original notice by facsimile or telephone to notify each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due Lender thereof and payable on the prepayment date specified therein;
(C) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; and
(D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date).
(ii) The Borrower may, upon 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 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 ’s Commitment Percentage of such proposed termination prepayment, repayment or reduction; provided, however, that (x) any such partial reduction notice may be contingent on the occurrence of a refinancing or the Facility Limit consummation of 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 reimbursement for funding losses as set forth in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of 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 Facility Limit shall be effective on the date specified in the Borrower’s notice and shall reduce the 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 Facility Limit, the Borrower shall pay the Early Commitment Termination Premium in accordance with the Fee LetterSection 10.4.
Appears in 1 contract
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, made either on a Monthly Settlement Date or upon not less than three 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 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;
(CB) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; andratably based on the Aggregate Loan Amount (irrespective of class);
(DC) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date date of such prepayment; and
(to the extent D) if any such prepayment date is not made (x) from the proceeds of a Settlement Date)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 25, 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 not less than thirty days’ 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 Facility Limit in an amount up unused Commitments and/or request the termination of its ability 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 or reduction; provided, that (x) any such request Discretionary Loans. Each partial reduction of the Facility Limit shall be in an a minimum aggregate minimum amount of $10,000,000 and 5,000,000 or integral multiples of $5,000,000 1,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000thereof. 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 Facility Limit 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 Revolving A Commitment and Revolving B Commitment proportionately and 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 Facility Limitunused 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 Commitment Termination Prepayment Premium in accordance with the Fee LetterLetter (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. (ia) Any Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time after the Closing Date, the Borrower may and from time to time prepay any such Loans Swing Line Loan on any Business Day in whole or in part (together with any Breakage Amounts) in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 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. Company may, upon not less than three one (1) Business Days’ (given by 3:00 pm New York time) Day’s prior written or telephonic notice notice, in the case of Base Rate Loans, and three (3) Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent, Agent by 10:00 a.m. 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and which original written or telephonic notice Administrative Agent will promptly transmit such telephonic or original notice by facsimile telefacsimile or telephone to each Lender), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount in the case of Term Loans and $100,000 and integral multiples of $500,000 in excess of that amount in the case of Revolving Loans; provided, however, that a Eurodollar Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company pays Lenders any amount required pursuant to Section 2.18(c) on the date of such prepayment. Upon the giving Notice of any such noticeprepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;
(C) ; provided that Company may rescind or postpone any such voluntary notice of prepayment hereunder shall be applied to if such prepayment would have resulted from a refinancing of all of the Loans and Lenders in Applicable Class Order; and
(D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans refinancing shall not be consummated or otherwise shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date)delayed.
(iib) The Borrower Company may, upon not less than thirty daysthree (3) Business 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 telefacsimile or telephone to each applicable Lender) ), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, the Facility Limit Revolving Loan Commitments in an amount up to the amount by which the Facility Limit exceeds Revolving Loan Commitments exceed the Aggregate Total Utilization of Revolving Loan Amount plus the Adjusted Revolving A LC Participation Amount Commitments at the time of such proposed termination or reduction; provided, that (x) any such partial reduction of the Facility Limit Revolving Loan Commitments shall be in an aggregate minimum amount of $10,000,000 2,000,000 and integral multiples of $5,000,000 1,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000amount. The BorrowerCompany’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 Facility Limit Revolving Loan Commitments shall be effective on the date specified in the BorrowerCompany’s notice and shall reduce the Revolving A Commitment and Revolving B Commitment proportionately and reduce the Loan Commitment of each Lender having Revolving Credit Exposure proportionately to its Percentage thereof. In connection Pro Rata Share (determined with respect to Revolving Loan Commitments); provided that Company may rescind or postpone any such reduction notice of termination of the Revolving Loan Commitments if such termination would have resulted from a refinancing of all of the Loans and such refinancing shall not be consummated or otherwise shall be delayed.
(c) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement, so long as (i) there is no Default, (ii) there is no Event of Default and (iii) no Default or Event of Default would result therefrom, Company may repurchase outstanding Term Loans on the following bases:
(i) Company may repurchase on a non-pro rata basis all or any portion of the Term Loans of one or more Lenders pursuant to an Assignment Agreement, between Company and such Lender or Lenders in an aggregate principal amount not to exceed 30% of the initial aggregate principal amount of Term Loans with respect to all such repurchases pursuant to this clause (i); provided that, with respect to such repurchases, Company shall simultaneously provide a copy of such Assignment Agreement and any other agreements between Company and such Lender with respect to such repurchase to Administrative Agent and GSCP;
(ii) In addition, Company may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Lenders, provided, (A) Company delivers a notice of such Offer to Administrative Agent (to be distributed to the Lenders) no later than 12:00 noon (New York City time) at least five (5) Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of the Offer, (3) the repurchase price per dollar of principal amount of such Offer Loans at which Company is willing to repurchase the Offer Loans and (4) the instructions, consistent with this Section 2.12(c) with respect to the Offer (which shall be reasonably acceptable to Company, Administrative Agent and GSCP), that a Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of the Offer shall be no less than an aggregate $1,000,000; (C) Company shall hold the Offer open for a minimum period of two (2) Business Days; (D) a Lender who elects to participate in the Offer may choose to tender all or part of such Lender’s Offer Loans; and (E) the Offer shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with their Pro Rata Shares; provided, further that, if any Lender elects not to participate in the Offer, either in whole or in part part, the amount of such Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans;
(iii) With respect to all repurchases made by Company pursuant to this Section 2.12(c), (A) Company shall pay all accrued and unpaid interest, if any, on the repurchased Term Loans to the date of repurchase of such Term Loans (B) Company shall have provided to all Lenders all information that, together with any previously provided information, would satisfy the requirements of Rule 10b-5 of the Facility LimitExchange Act with respect to an offer by Company to repurchase securities registered under the Securities Act (whether or not such securities are outstanding) as if such offer was being made as of the date of such repurchase of Term Loans from a Lender and (C) such repurchases shall not be deemed to be voluntary prepayments pursuant to this Section 2.12, Section 2.13 or 2.16 hereunder except that the amount of the Loans so repurchased shall be applied on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan;
(iv) Following repurchase by Company pursuant to this Section 2.12(c), the Borrower Term Loans so repurchased shall pay be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Company), for all purposes of this Agreement and all other Credit Documents, including, but not limited to (A) the Early Commitment Termination Premium making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document. Any payment made by Company in accordance connection with a repurchase permitted by this Section 2.12(c) shall not be subject to the Fee Letterprovisions of either Section 2.16 or Section 2.17. Failure by Company to make any payment to a Lender required by an agreement permitted by this Section 2.12(c) shall not constitute an Event of Default under Section 8.1(a); and
(v) Notwithstanding any of the provisions set forth in this Agreement to the contrary, Company, the Lenders and Agents hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Term Loans constitute “securities” for purposes of either the Securities Act or the Exchange Act.
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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, made either on a Monthly Settlement Date or upon not less than three 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 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;
(CB) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; andratably;
(DC) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date date of such prepayment; and
(to the extent D) if any such prepayment date is not made (x) from the proceeds of a Settlement Date)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 not less than thirty days’ 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 Facility Limit in an amount up unused Commitments and/or request the termination of its ability 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 or reduction; provided, that (x) any such request Discretionary Loans. Each partial reduction of the Facility Limit shall be in an a minimum aggregate minimum amount of $10,000,000 and 5,000,000 or integral multiples of $5,000,000 1,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000thereof. 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 Facility Limit 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 Revolving A Commitment and Revolving B Commitment proportionately and 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 Facility Limitunused 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 Commitment Termination Prepayment Premium in accordance with the Fee LetterLetter (without double counting for any amounts paid pursuant to clause (i)(D) above).
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Sources: Loan and Security Agreement (Sinclair Broadcast Group Inc)