Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below. (b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Northeast Utilities System), Credit Agreement (Northeast Utilities System)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. 12:00 noon; (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 2 contracts
Sources: Credit Agreement (St Jude Medical Inc), Credit Agreement (St Jude Medical Inc)
Prepayments. (a) No Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall have be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any right prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to prepay be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative 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 Borrowers, 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any Contract Advances except additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any Borrower may, If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) effect and (ii2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment an aggregate amount equal to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)excess; provided, however, that each partial the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall be immediately prepay Acquisition Loans in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If ; and (iii) the Total Revolver Outstandings at any time, the aggregate principal amount of Advances outstanding to any Borrower shall time exceed the Borrower Sublimit of such Borrower, such Borrower Total Revolver Commitments then in effect the Borrowers shall forthwith immediately prepay Advances Revolver Loans in a principal an aggregate amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Global Partners LP), Credit Agreement (Global Partners LP)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower The Borrowers may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent by the Borrower Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate prepayment of Base Rate Loans shall be in a principal amount of Advances outstanding $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall exceed specify the Total Commitmentdate and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower Agent, the Borrowers shall forthwith prepay Advances 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 principal Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepayany Disposition includes the disposition of Borrowing Base Collateral, then the Net Proceeds of such Borrowing Base Collateral shall be applied to the Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has knowledge thereof repay the outstanding Loans and/or Cash Collateralize theoutstanding L/C Obligations, in an aggregate amount equal to such excess. If at any timeexcessamount such that after giving effect to such repayment of Loans or Cash Collateralization of L/C Obligations, the aggregate principal amount of Advances outstanding to any Borrower shall Total Outstandings do not exceed the Borrower Sublimit lesser of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (cA) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances Base and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to (B) the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)Aggregate Commitments; provided, however, that any holder the Borrowers shall not be required to Cash Collateralize the outstanding L/C Obligations pursuant to this Section 2.04(b) unless, after the prepayment in full of a Competitive Advance may waive prepayment the Loans, the Total Outstandings continue to exceed the lesser of such Competitive Advance, the Borrowing Base and such waiver shall be binding on the other LendersAggregate Commitmentsthen in effect.
Appears in 2 contracts
Sources: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Prepayments. (a) No Borrower may, upon notice to Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Agent not later than 11:00 a.m., New York time, on the date of the prepayment; (ii) any such prepayment shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding and (iii) any prepayment of the Tranche A Term Loan or the Tranche B Term Loan shall be applied to the remaining principal amortization payments in inverse order of maturity. Each such notice shall specify the date and amount of such prepayment. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall have 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 Loan shall be accompanied by all accrued interest thereon, together with any right additional amounts required pursuant to prepay any Contract Advances except Section 3.05. Each such prepayment shall be applied to the Loans of Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Pro Rata Shares.
(b) Any If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, Borrower may, (i) shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice an aggregate amount equal to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)excess; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed not be required to Cash Collateralize the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments L/C Obligations pursuant to this subsection (cSection 2.04(b) shall be effected first, from outstanding Contract Advances comprising part unless after the prepayment in full of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to Revolving Loans the date of such prepayment on Total Revolving Outstandings exceed the principal amount prepaid and any amounts owing Aggregate Revolving Commitments then in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderseffect.
Appears in 2 contracts
Sources: Credit Agreement (Hooker Furniture Corp), Credit Agreement (Hooker Furniture Corp)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than (x) in the case of Eurodollar Rate Advancesprepayment of (1) a Term Benchmark Borrowing, upon at least not later than 11:00 a.m., New York City time, three Business Day's written notice to Days before the Administrative Agent date of prepayment or (such notice being irrevocable2) and an RFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment or (iiy) in the case of prepayment of a Base Rate AdvancesBorrowing, upon notice not later than 11:00 a.m. a.m., New York City time, on the date of the proposed prepayment; (ii) any prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate of Term Benchmark Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate principal amount prepayment of Advances outstanding Base Rate Loans or RFR Loans shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances be in a principal amount equal of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term Benchmark Loans are to be prepaid, the Interest Period(s) of such excessLoans. The Administrative 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 at any timesuch notice is given by the Company, the aggregate principal amount of Advances outstanding to any Borrower shall exceed make such prepayment and the Borrower Sublimit of payment amount specified in such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) notice shall be effected first, from outstanding Contract Advances comprising part due and payable on the date specified therein. Any prepayment of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and a Loan shall be accompanied by payment of all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
(b) Subject to any requirement to apply such Net Cash Proceeds to reduce the Bridge Commitments or the outstanding Bridge Loans pursuant to the Bridge Commitment Letter or the definitive documentation in respect thereof, no later than three Business Days after receipt of the proceeds thereof, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Debt Incurrence after the Effective Date; provided that up to an aggregate amount of $750,000,000 of the Net Cash Proceeds from any such Debt Incurrence may, at the Borrower’s election, be exempted from the requirement to prepay the Loans pursuant to this clause (b); provided further that if, on the date of such prepayment on prepayment, 364-Day Term Loans are outstanding under the principal 364-Day Term Loan Credit Agreement, then the amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, prepayment shall be allocated ratably to the Loans and such waiver shall be binding on the other Lendersoutstanding 364-Day Term Loans.
Appears in 1 contract
Sources: Three Year Term Loan Credit Agreement (Amphenol Corp /De/)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, on the same Business Day's notice to the Administrative Agent, if such notice is made by 11:00 a.m. (iNew York, New York time) on such Business Day, prepay any Group of Adjusted Base Rate Loans, in whole at any time, or from time to time in part in amounts aggregating Ten Million Dollars ($10,000,000) or any larger multiple of One Million Dollars ($1,000,000), by paying the case principal amount to be prepaid together with accrued interest thereon to the date of Eurodollar Rate Advancesprepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. The Borrower may, upon at least three two (2) Business Day's written Days' notice to the Administrative Agent, prepay any Eurodollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article X and except with respect to any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to Section 10.2, 10.3 or 10.4, the Borrower may not prepay all or any portion of the principal amount of any Eurodollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.10. Any such prepayment shall be upon at least two (2) Business Days' notice to the Administrative Agent (the "Prepayment Notice"). Each such optional prepayment shall be in the amounts set forth in Section 2.8(a) and shall be applied to prepay ratably the Loans of the Banks included in any Group of Eurodollar Loans, as designated in the applicable Prepayment Notice, except that any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to Section 10.2, 10.3 or 10.4 may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. If, at any time, Net Proceeds are received from any source and in any amount, then, simultaneously therewith (or as soon thereafter as is reasonably practicable but not, in any event, more than two (2) Business Days), Borrower shall repay the outstanding Obligations with such Net Proceeds in an amount equal to the lesser of (x) the aggregate Net Proceeds and (y) the outstanding Obligations. Net Proceeds shall be payable as and when the Net Proceeds derived from one or more transactions equal or exceed an aggregate amount of $10,000,000. Borrower shall be permitted to designate which Loans, if any, are to be repaid with any such Net Proceeds. Borrower shall deliver notice being irrevocableif required and to the extent provided for in the definition of "Net Proceeds" set forth in Section 1.1 herein. Borrower shall repay the Loans in full upon the earlier of (i) the Maturity Date and (ii) an Event of Default as set forth in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date Article VIII herein. The Borrower may at any time and from time to time cancel all or any part of the proposed prepayment Commitments by the delivery to the Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) and (such notice being irrevocableb), stating whereupon, in such event, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the proposed date requirements of Section 2.9(a) and aggregate principal (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In the event Borrower receives Net Proceeds prior to the Closing Date, the Commitments shall be reduced and canceled by the amount of the prepaymentsuch Net Proceeds, and if whereupon, all or such notice is given, such Borrower shall, prepay Contract Advances comprising part portion of the same BorrowingCommitments, in whole or ratably in partas applicable, together with accrued interest shall terminate as to the date of such prepayment on the principal amount Banks, pro rata. Any amounts so prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall Section 2.8 may not be effected first, from outstanding Contract Advances comprising part reborrowed. In the event Borrower elects to cancel all or any portion of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith Commitments pursuant to this Section 4.03(d); provided2.8, however, that any holder of a Competitive Advance such amounts may waive prepayment of such Competitive Advance, and such waiver shall not be binding on the other Lendersreborrowed.
Appears in 1 contract
Prepayments. (a) No Borrower The Borrowers may prepay (without premium or penalty) Tranche A Base Rate Loans upon not less than five Business Days' prior written notice to the Administrative Agent, which notice shall have any right specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be not less than $500,000 and shall be in an integral multiple of $100,000) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrowers may only prepay any Contract Advances except Tranche B Base Rate Loans or Tranche C Base Rate Loans concurrently with reductions of the Tranche A Loan Commitments in accordance with subsections (bSection 2.3(b) and (c)hereof, belowprovided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. No Borrower Fixed Rate Loans may not be prepaid unless all payments required under Section 5.5 hereof are made concurrently with such prepayment, but there shall have any right to prepay any Competitive Advance except as required by subsection (c), belowbe no other premium or penalty in connection with such prepayment.
(b) Any Borrower mayIf, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice after giving effect to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date any termination or reduction of the proposed prepayment Tranche A Loan Commitments pursuant to Section 2.3 hereof, the Administrative Agent (such notice being irrevocable), stating the proposed date and outstanding aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part Tranche A Loans exceeds the aggregate amount of the same BorrowingTranche A Loan Commitments, the Borrowers shall pay or prepay the Tranche A Loans on the date of such termination or reduction in whole or ratably in partan aggregate principal amount equal to the excess, together with interest thereon and commitment fees accrued interest to the date of such payment or prepayment on the principal amount prepaid and any amounts owing payable (in connection therewith the case of Fixed Rate Loans) pursuant to Section 4.03(d); provided, however, that each partial 5.5 hereof in connection therewith. Each prepayment pursuant to this Section 2.9(b) shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at applied first to any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, Tranche A Base Rate Loans and thereafter to such outstanding Tranche A Fixed Rate Loans as the Borrowers shall forthwith prepay Advances in a principal amount equal designate (or, if the Borrowers shall fail to so designate, to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Tranche A Fixed Rate Competitive Advances, and Loans as the Arranging Agents shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing determine in connection therewith pursuant to Section 4.03(dtheir sole discretion); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications Southeast Lp)
Prepayments. (a) No The Borrower may prepay the ABR Loans by giving prior notice to the Agent (which shall have any right to prepay any Contract Advances except in accordance with subsections promptly notify the Lenders) not later than 11:00 a.m. New York time on the day of such prepayment, which notice shall specify the prepayment date (bwhich shall be a Business Day) and the amount of the prepayment (cwhich shall be at least $250,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Agent (which shall promptly notify the Lenders), below. No Borrower which notice shall have any right specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest and all other sums required to prepay any Competitive Advance except as required by subsection (c)be paid under Section 5.05, belowif any, shall be paid on the prepayment date.
(b) Any Borrower mayIf, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice after giving effect to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date any termination or reduction of the proposed prepayment Aggregate Maximum Credit Amounts pursuant to the Administrative Agent (such notice being irrevocableSection 2.03(b), stating the proposed date and outstanding aggregate principal amount of the prepaymentLoans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, and if the Borrower shall immediately (i) prepay the Loans on the date of such notice is given, such Borrower shall, prepay Contract Advances comprising part of termination or reduction in an aggregate principal amount equal to the same Borrowing, in whole or ratably in partexcess, together with interest on the principal amount paid accrued interest to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the principal Lenders an amount prepaid and any amounts owing equal to the excess to be held as cash collateral as provided in connection therewith pursuant to Section 4.03(d2.10(b); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at Upon any timeredetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Sections 8.08(c) or 9.12, if the redetermined or adjusted Borrowing Base is less than the aggregate outstanding principal amount of Advances outstanding the Loans plus the LC Exposure, then the Borrower shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount within ninety (90) days of receipt of written notice thereof: (i) provide additional collateral with value equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) which collateral shall be effected first, from outstanding Contract Advances comprising part satisfactory to the Required Lenders and subject to a Lien of the same Borrowing Security Instruments, (ii) prepay the Loans in an aggregate
(d) Prepayments permitted or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and required under this Section 2.07 shall be accompanied by payment without premium or penalty, except as required under Section 5.05 for prepayment of accrued interest Eurodollar Loans. Any prepayment may be reborrowed subject to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersthen effective Aggregate Commitments.
Appears in 1 contract
Sources: Credit Agreement (Ocean Energy Inc)
Prepayments. (a) No Borrower shall have The Company may on the last day of an Interest Period if the Loans to be repaid are Adjusted Libor Loans, or at any right time and from time to prepay any Contract Advances except time if the Loans to be repaid are Prime Rate Loans, repay the then outstanding Loans, in accordance with subsections (b) and (c)whole or in part, below. No Borrower shall have any right to prepay any Competitive Advance without premium or penalty, except as required by subsection (c), below.
(b) Any Borrower may, (i) provided in the case of Eurodollar Rate AdvancesSection 3.08, upon at least three Business Day's written notice to the Administrative Agent (such or telephonic notice being irrevocablepromptly confirmed in writing) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on New York, New York time, three Business Days before the date of prepayment with respect to prepayments of Adjusted Libor Loans, or 11:00 a.m. New York, New York time one Business Day before the proposed date of prepayment with respect to Prime Rate Loans. Each notice shall be irrevocable and shall specify the date and amount of repayment and whether such repayment is of Adjusted Libor Loans or Prime Rate Loans or a combination thereof, and if a combination thereof, the amount of repayment allocable to each. Upon receipt of such notice, the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if shall promptly notify each Lender thereof. If such notice is given, the Companies shall make such Borrower shallrepayment, prepay Contract Advances comprising part of and the same Borrowingpayment amount specified in such notice shall be due and payable, in whole or ratably in part, together with accrued interest to on the date of such specified therein. Each partial prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to this Section 4.03(d); provided, however, that each partial prepayment 3.03 of (x) Prime Rate Loans shall be in an aggregate a principal amount not less than of $10,000,000 500,000 or an integral multiple whole multiples of $100,000 in excess thereof and (y) of Adjusted LIBOR Loans shall be in a principal amount of $1,000,000 or whole multiples of $100,000 in excess thereof.
(cb) If at any time, the aggregate Each prepayment of principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments Loan pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and Section 3.03 shall be accompanied by payment of accrued interest to the date of such prepayment prepaid on the principal amount prepaid and any amounts owing in connection therewith prepaid. Unless directed by the Companies pursuant to Section 4.03(d); provided, however, that 3.03(a) partial prepayments of any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver Loan shall be binding on applied first to outstanding Prime Rate Loans and then to Adjusted Libor Loans having the other Lendersshortest remaining Interest Periods.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Prepayments. (a) No The Borrower shall have any right to may prepay any Contract Advances except Borrowing of Term SOFR Loans or Base Rate Loans without premium or penalty and in accordance with subsections whole or in part (b) and (c)but, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c)if in part, below.
(b) Any Borrower may, then (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice to the Administrative Agent in the form ofExhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Term SOFR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.
(cb) If the aggregate amount of outstanding Loans and L/C Obligations shall at any timetime for any reason exceed the Commitments then in effect, the aggregate principal Borrower shall, immediately and without notice or demand, pay the amount of Advances outstanding shall exceed such excess to the Total CommitmentAdministrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the Borrowers shall forthwith prepay Advances in a principal amount equal need to make any such excess. If at any time, prepayment the aggregate principal amount of Advances outstanding to any Borrower shall exceed notify the Borrower Sublimit Administrative Agent of such Borrower, required prepayment. Each such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and prepayment shall be accompanied by a payment of all accrued and unpaid interest to the date of such prepayment on the principal amount Loans prepaid and any amounts owing in connection therewith pursuant shall be subject to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders2.11 hereof.
Appears in 1 contract
Prepayments. (a) No Borrower If at any time the sum of the aggregate principal amount of all Revolving Credit Loans outstanding, plus the then current Revolver L/C Exposure shall have exceed the Total Revolving Credit Commitment hereunder, RRI will immediately prepay Revolving Credit Loans to the extent necessary to eliminate such excess. If at any right time the sum of the aggregate principal amount of all Senior Priority Loans outstanding, plus the then current Senior Priority L/C Exposure shall exceed the Total Senior Priority Commitment hereunder, the applicable Borrowers of the outstanding Senior Priority Loans will immediately repay Senior Priority Loans to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right the extent necessary to prepay any Competitive Advance except as required by subsection (c), beloweliminate such excess.
(b) Any The Loans shall be subject to prepayment as provided in Section 5.18 hereof.
(c) Subject to the terms of Section 2.14 hereof, a Borrower may, shall have the right at its option at any time and from time to time to prepay (i) any Base Rate Loan, in whole or in part, upon prior written, facsimile, or telephonic (promptly confirmed in writing) notice to the Administrative Agent received not later than 10:00 a.m., (Central time) on the prepayment day, in the case principal amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part, and (ii) any Eurodollar Rate AdvancesLoan, in whole or in part, upon at least three (3) Business Day's written Days' prior written, facsimile, or telephonic (promptly confirmed in writing) notice received not later than 10:00 a.m., (Central time) on such day, in the principal amount of $10,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the applicable Borrower of such Loan to prepay such Loan in the amount and on the date stated therein. With respect to any optional prepayment pursuant to this Section 2.11(c), the Credit Parties agree that (1) they shall prepay the Senior Priority Loans in full before prepaying any of the Term Loans, the Tranche A Loans or the Revolving Credit Loans and (2) the Term Loans and the Tranche A Loans shall be prepaid on a pro rata basis.
(d) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any issuance by the ▇▇▇▇▇▇ ▇▇▇▇ Issuer of any ▇▇▇▇▇▇ Tax-Exempt Bonds which are not required to be supported by a ▇▇▇▇▇▇ Letter of Credit (other than Net Cash Proceeds paid into an account of the ▇▇▇▇▇▇ ▇▇▇▇ Trustee to pay construction costs of the ▇▇▇▇▇▇ Facility or used directly to pay construction cost of the ▇▇▇▇▇▇ Facility, in each case which construction costs are permitted to be incurred pursuant to this Credit Agreement), RRI shall prepay, or cause to be prepaid (subject to Section 2.11(l) hereof), the Revolving Credit Loans in an amount equal to such Net Cash Proceeds received.
(e) Following the end of each fiscal year of RRI (commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable), RRI shall calculate Excess Cash Flow as of the end of such fiscal year. If Excess Cash Flow for such period exceeds the sum of three hundred million dollars ($300,000,000) (the "ECF Threshold"), then RRI shall prepay Loans (determined as provided in Sections 2.11(k) and 2.11(l) hereof) in an amount equal to the positive difference, if any, of (i) 50% of the amount by which Excess Cash Flow for such period exceeds the ECF Threshold less (ii) the aggregate amount of all prepayments previously made pursuant to this Section 2.11(e). Each prepayment required pursuant to this Section 2.11(e) shall be made on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year. Commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable, RRI shall deliver to the Administrative Agent, a certificate substantially in the form of Exhibit E hereto signed by a Financial Officer of RRI setting forth in reasonable detail the calculation of Excess Cash Flow for the period ended as of the end of such fiscal year. Any such certificate shall be referred to herein as an "Excess Cash Flow Certificate" and shall be delivered to the Administrative Agent (such notice being irrevocable1) and on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year or (2) with the making of any prepayment pursuant to this Section 2.11(e), as the case may be.
(f) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any of the following: (i) the issuance by any Credit Party of any Indebtedness permitted under Section 6.1(b) or 6.1(l) hereof or (ii) any sale or other disposition of any asset of a Credit Party or the issuance of any Indebtedness, in each case not permitted by the terms and provisions of this Credit Agreement, to the extent such Net Cash Proceeds from the issuance of Indebtedness permitted under 6.1(l) hereof (if applicable) have not been deposited in the Purchase Escrow Account contemplated by, and permitted by Section 5.18 hereof, RRI shall prepay or cause to be prepaid Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received by a Credit Party.
(g) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by RRI from the issuance by RRI of any Junior Securities (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated) issued in connection with the Junior Securities), RRI shall prepay Loans as follows: (A) at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, no Loans shall be required to be prepaid if 100% of such Net Cash Proceeds are deposited in the Purchase Escrow Account as contemplated by, and permitted by, Section 5.18 hereof; (B) if at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, any portion of such Net Cash Proceeds is not so deposited in the Purchase Escrow Account, then fifty percent (50%) of such portion of Net Cash Proceeds not so deposited in the Purchase Escrow Account shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such portion may be retained by RRI for general corporate purposes; and (C) at any time after the exercise, expiration or termination of the Texas Genco Option, fifty percent (50%) of such Net Cash Proceeds shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such Net Cash Proceeds may be retained by RRI for general corporate purposes.
(h) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by a Credit Party (or in the case of Base Rate Advancesclause (iii) below, by TG Holdco, Texas Genco or any of the Subsidiaries of Texas Genco) from any of the following: (i) the sale, transfer, lease or other disposition in any manner whatsoever of any Eligible Asset permitted by Section 6.5 hereof (other than sales, transfer, lease or other dispositions described in Section 6.5(a)(iv), a disposition due to a Recovery Event, and any Excluded Asset Sale), (ii) any formation of a Joint Venture (other than TG Holdco, Texas Genco or any Subsidiaries of Texas Genco to the extent the Net Cash Proceeds thereof have been used to fund and/or finance the acquisition of Texas Genco in accordance with the provisions of Section 5.18(f) hereof), or (iii) at any time after the consummation of the purchase of the outstanding common stock of Texas Genco by RRI or any of its Subsidiaries pursuant to the Texas Genco Option, any issuance of Equity Interests of TG Holdco, Texas Genco or any Subsidiaries of Texas Genco (including the issuance of shares of capital stock upon notice the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated)), RRI shall prepay, or cause to be prepaid, Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received except in the case of clause (i) and clause (ii) above, to the extent such Net Cash Proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and except in the case of clause (iii) above, to the extent such Net Cash Proceeds thereof have been used to fund or finance the acquisition of minority Equity Interests of Texas Genco in accordance with the last sentence of Section 5.18(f) hereof.
(i) Promptly, but in no event later than 11:00 a.m. on three (3) Business Days following the date receipt by RRI or any other Credit Party (or by the Collateral Agent as loss payee) of any payment of any proceeds of any Recovery Event (to the proposed prepayment extent such proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and provided, that so long as no Event of Default shall have occurred and then be continuing, such proceeds received in connection with any Recovery Event (or any portion thereof) may be expended or irrevocably committed by RRI or any other Credit Party within twelve (12) months after such Recovery Event to repair or replace such property and RRI shall furnish to the Administrative Agent and the Collateral Agent evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of such expenditure or commitment and shall have certified to the Administrative Agent and the Collateral Agent that such proceeds (or such notice being irrevocableproceeds together with other funds which are available to RRI and the other Credit Parties and permitted to be used for such purpose pursuant to the terms hereof) are sufficient to repair or replace such property pending which the Collateral Agent shall hold such proceeds in an interest bearing deposit account), stating RRI shall prepay Loans or, to the proposed date and aggregate principal extent the Collateral Agent is loss payee under any insurance policy (if applicable), irrevocably direct the Collateral Agent to apply as a prepayment of Loans, an amount equal to 100% (or such lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the immediately preceding parenthetical phrase) of such proceeds received in connection with such Recovery Event less any amounts required to pay for necessary remediation expenses with respect to a condition affecting the applicable property, to pay reasonable expenses incurred in connection with the closure of the prepaymentapplicable property and to pay any costs reasonably incurred in connection with such Recovery Event, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part in each case subject to the terms of the same BorrowingCitibank Intercreditor Agreement; provided, in whole or ratably in partthat if an Event of Default shall have occurred and be continuing, together with accrued interest all proceeds of any Recovery Event which would otherwise be payable to RRI pursuant to this Section 2.11(i) shall be paid to the date of such prepayment on the principal amount prepaid Administrative Agent and any amounts owing in connection therewith applied pursuant to Section 4.03(d)10.2(b)(2) hereof; provided, however, that each partial with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be in required to the extent that this Section would require an aggregate principal amount not less than $10,000,000 application of proceeds of any Recovery Event that would violate or an integral multiple breach any of $1,000,000 in excess thereofthe provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds.
(cj) Any optional prepayment of the Term Loans and Tranche A Loans pursuant to Section 2.11(c) above shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity.
(k) Subject to the provisions of Section 2.11(l) below, any mandatory prepayments pursuant to Sections 2.11(e) through and including 2.11(i) shall be applied first, to prepay outstanding Term Loans and outstanding Tranche A Loans, on a pro rata basis, determined in accordance with the aggregate outstanding principal amount of the Term Loans and the aggregate outstanding principal amount of the Tranche A Loans, second, to prepay outstanding Revolving Credit Loans and third, to cash collateralize Revolver Letters of Credit in an amount equal 105% of the then current Revolver L/C Exposure. All mandatory prepayments of the Term Loans and Tranche A Loans shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity.
(l) Notwithstanding the provisions of Section 2.11(d) or Section 2.11(k) above, if an Event of Default has occurred and is continuing, all mandatory prepayments set forth in this Section 2.11 shall be applied first, to repay outstanding Senior Priority Loans, second, to cash collateralize Senior Priority Letters of Credit in an amount equal to 105% of the then current Senior Priority L/C Exposure, and third as provided in Section 2.11(k) above.
(m) All prepayments of Loans under this Section 2.11 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.11(o) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later).
(n) All prepayments under this Section 2.11 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, and any payment required by Section 2.14 hereof.
(o) If at on any timeday on which Loans would otherwise be required to be prepaid pursuant to this Section 2.11, but for the operation of this Section 2.11(o) (each a "Prepayment Date"), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Advances outstanding shall exceed Base Rate Loans which are of the Total Commitmenttype required to be prepaid (i.e., Term Loans, Tranche A Loans, Revolving Credit Loans or Senior Priority Loans), and no Event of Default exists or is continuing, then on such Prepayment Date, (i) RRI may deposit Dollars into the Borrowers shall forthwith prepay Advances Prepayment Collateral Account in a principal an amount equal to such excess. If at any time, and only the outstanding Base Rate Loans which are of the type required to be prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be prepaid, the aggregate principal amount of Advances outstanding Administrative Agent is irrevocably authorized and directed to any Borrower shall exceed apply funds from the Borrower Sublimit of Prepayment Collateral Account (and liquidate investments held in the Prepayment Collateral Account as necessary) to prepay such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of Eurodollar Loans for which the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest Interest Period is then ending to the date of such prepayment on extent funds are available in the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersPrepayment Collateral Account.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Reliant Resources Inc)
Prepayments. (a) No Borrower may, upon notice to Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Agent not later than 11:00 a.m.
(A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. 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 Borrower, Borrower shall have 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any right additional amounts required pursuant to prepay any Contract Advances except Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with subsections (b) and (c), belowtheir respective Applicable Percentages. No Borrower shall have any right to prepay any Competitive Advance except as required by The notice described in this subsection (c), below.may be given in the form of Exhibit A.
(b) Any This subsection intentionally left blank.
(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower may, (i) shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice an aggregate amount equal to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)excess; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed not be required to Cash Collateralize the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments L/C Obligations pursuant to this subsection (cSection 2.05(c) shall be effected first, from outstanding Contract Advances comprising part unless after the prepayment in full of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to Loans the date of such prepayment on Total Outstandings exceed the principal amount prepaid and any amounts owing Aggregate Commitments then in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderseffect.
Appears in 1 contract
Sources: Credit Agreement (Northwest Pipe Co)
Prepayments. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions:
(a) No At any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, the Borrower shall have any right the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay any Contract Advances except in accordance with subsections the outstanding Note (b) principal and (caccrued interest), below. No Borrower shall have any right in full by making a payment to prepay any Competitive Advance except as required the Holder of an amount in cash equal to 120%, multiplied by subsection the sum of: (c)w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, belowif any.
(b) Any At any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date, the Borrower mayshall have the right, exercisable on not less than three (i3) in the case of Eurodollar Rate Advances, upon at least three Business Day's Trading Days prior written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date Holder of the proposed prepayment Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Administrative Agent Holder of an amount in cash equal to 130%, multiplied by the sum of: (such notice being irrevocable), stating w) the proposed date and aggregate then outstanding principal amount of the prepayment, this Note plus (x) accrued and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued unpaid interest to the date of such prepayment on the unpaid principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); providedof this Note plus (y) Default Interest, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofif any.
(c) If at any timeAfter the expiration of one hundred eighty (180) days following the date of the Note, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit have no right of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection prepayment.
(cd) Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be effected first, from outstanding Contract Advances comprising part delivered to the Holder of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances Note at its registered addresses and third from outstanding Fixed Rate Competitive Advancesshall state: (1) that the Borrower is exercising its right to prepay the Note, and shall be accompanied by payment of accrued interest to (2) the date of such prepayment on which shall be not more than three (3) Trading Days from the principal date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount prepaid to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and any amounts owing in connection therewith fails to pay the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders2.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than (x) in the case of Revolving Credit Loans, 1:00 P.M. three Business Days prior to any date of prepayment or (y) in the case of Swing Line Loans, 9:30 A.M. on the date of prepayment; and (ii) any prepayment (x) of Revolving Credit Loans shall be in a minimum principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding and (y) of Swing Line Loans shall be in a minimum principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Facility Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall have 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 Loan shall be accompanied by all accrued interest on the amount prepaid, together with any right additional amounts required pursuant to prepay any Contract Advances except Section 3.05. Each such prepayment shall be applied in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), beloweach applicable Lender’s respective Facility Pro Rata Share.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to If the Administrative Agent (notifies the Borrower at any time that the Total Amounts Outstanding at such notice being irrevocable) and (ii) time exceeds the Aggregate Revolving Credit Loan Commitments then in effect, then, within two Business Days after receipt of such notice, the case Borrower shall prepay the Loans in an aggregate amount sufficient to reduce such Total Amounts Outstanding as of Base Rate Advances, upon notice not later than 11:00 a.m. on the such date of payment to an amount not to exceed 100% of the proposed prepayment Aggregate Revolving Credit Loan Commitments then in effect. Prepayments under this Section 2.03(b) shall be allocated first to Swing Line Loans, ratably to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepaymentSwing Line Lenders according to their respective Applicable Swing Line Loan Percentages, and if such notice is given, such Borrower shall, prepay Contract Advances any excess amount shall then be allocated to Revolving Credit Loans comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to Revolving Credit Loan Borrowing selected by the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal ratably among the Lenders according to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderstheir respective Applicable Revolving Credit Loan Percentages.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans (or, in connection with the termination of the Aggregate Commitments pursuant to Section 2.05, such later date as may be agreed to by the Administrative Agent) and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(c) Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c) or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the event a Borrowing Base Deficiency exists after giving effect to any holder Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on which the Borrower provides the Election Notice to the Administrative Agent (the “Election Date”), (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of the Loans, each of which shall be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing Base Deficiency, commencing on the first Monthly Date following the applicable Election Date and continuing on each of the five next succeeding Monthly Dates thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties’ oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the applicable Election Date, submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency on any Election Date cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount on each such Monthly Date at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency on such Election Date and the remaining outstanding principal amount of the Loans on such Election Date), until the aggregate amount of cash so deposited with the Administrative Agent equals the balance of such Borrowing Base Deficiency. In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Competitive Advance may waive Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Competitive Advance, and Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such waiver shall be binding on the other LendersBorrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency).
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three one Business Day's written prior notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part the outstanding principal amount of the same Borrowing, Loans in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans outstanding and any amounts owing in connection therewith pursuant then to Section 4.03(d)the Revolving Credit Loans outstanding; provided, however, and PROVIDED FURTHER that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 5,000,000 or an integral multiple multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for such prepayment. The notice requirement in this SECTION 2.6(a) shall not apply to any application of available funds pursuant to SECTION 2.6(c).
(i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds, the Borrower shall forthwith prepay, in an amount equal to such Asset Sale Proceeds, the Swing Loans outstanding and, if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans outstanding, together with accrued and unpaid interest due and payable to the date of such prepayment.
(ii) If at any time (A) the sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds the Commitments at such time or (B) a Borrowing Base Deficiency exists, the Borrower shall forthwith prepay the Swing Loans then outstanding in an amount equal to such excess, together with accrued and unpaid interest thereon, and, if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent necessary to eliminate such excess, together with accrued and unpaid interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists.
(c) If at The Borrower agrees that all available funds in the Cash Collateral Account shall be applied (i) FIRST, to accrued and unpaid interest on the Loans to the extent then due and payable, (ii) NEXT, pro rata, to the amount of the Swing Loans and any timeReimbursement Obligations then outstanding, (iii) NEXT, to the aggregate outstanding principal amount of Advances outstanding shall exceed the Total CommitmentRevolving Credit Loans and Loans deemed to be made by the Lenders pursuant to SECTION 2.16(m) and (iv) LAST, to any other Obligations then due and payable, then on any Business Day that any funds are on deposit in the Cash Collateral Account and no Default or Event of Default has occurred, the Borrowers shall forthwith prepay Advances in a principal amount equal Borrower may direct the Agent to disburse such excessfunds to the Borrower's disbursement account. If at any time, the aggregate principal amount of Advances outstanding to any The Borrower shall exceed utilize funds on deposit in the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal Cash Collateral Account that are available to such excess. All prepayments it pursuant to this subsection (c) shall the terms hereof prior to requesting Loans to be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersmade hereunder.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Sources: Credit Agreement (Health Management Associates Inc)
Prepayments. (a) No The Borrower shall have any right to may prepay any Contract Advances except in accordance with subsections the Base Rate Loans upon not less than one (b1) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written Days' prior notice to the Administrative Agent (such which shall promptly notify the Lenders), which notice being irrevocableshall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (ii) in which shall be at least $1,000,000 or the case of Base Rate Advances, upon notice not later than 11:00 a.m. remaining aggregate principal balance outstanding on the date of Notes) and shall be irrevocable and effective only upon receipt by the proposed Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Loans which are Eurodollar Loans upon not less than two (2) Business Days' prior notice to the Administrative Agent (such notice being irrevocable), stating which shall promptly notify the proposed date Lenders) and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of otherwise on the same Borrowing, condition as for Base Rate Loans and in whole or ratably in part, together with accrued interest addition such prepayments of Eurodollar Loans shall be subject to the date terms of Section 5.05 and, for each Eurodollar Loan, shall be in an amount equal to all of such Eurodollar Loans for the Interest Period prepaid; provided that, (A) all such voluntary prepayments of Swing Line Loans shall require prior telephonic notice to the Swing Line Lender on or before 11:00 a.m. New York City time on the day of such prepayment on the principal amount prepaid and any amounts owing (such notice to be confirmed in connection therewith pursuant to Section 4.03(dwriting within 24 hours thereafter); provided, however, that each and (B) all such voluntary partial prepayment prepayments shall be in an aggregate principal minimum amount not less than of $10,000,000 or an integral 200,000 and any whole multiple of $1,000,000 100,000 in excess thereof.
(cb) If at any time, On each date the outstanding aggregate principal amount of Advances outstanding shall exceed the Total CommitmentRevolving Loans and Swing Line Loans exceeds the Aggregate Commitments (including, without limitation, as a result of any termination or reduction of the Aggregate Commitments pursuant to Section 2.03(b)), the Borrowers Borrower shall forthwith prepay Advances the Revolving Loans or Swing Line Loans (or both) on such date in a an aggregate principal amount equal to such the excess. If at any time, together with interest on the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of paid accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to prepayment.
(c) Prepayments permitted or required under this Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver 2.07 shall be binding on the other Lenders.without premium or penalty, except as required under Section 5.05
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Committed Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid; provided that, a notice of prepayment of all or any part of the outstanding Committed Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such L▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Term SOFR Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.
(b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(c) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advancethe Loans, and such waiver shall be binding on the other LendersTotal Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Sources: Credit Agreement (EQT Corp)
Prepayments. (a) No Each Borrower may, upon notice from the Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Dollars, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall have be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; and (iii) any right prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to prepay be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower Representative, the Borrowers shall jointly and severally 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 LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any Contract Advances except additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to If the Administrative Agent (notifies the Borrower Representative at any time that the Total Outstandings at such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment time exceed an amount equal to the Administrative Agent (such notice being irrevocable)Aggregate Commitments then in effect, stating the proposed date and aggregate principal amount of the prepaymentthen, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date immediately after receipt of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitmentnotice, the Borrowers shall forthwith prepay Advances Loans and Swingline Loans in a principal an aggregate amount at least equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No Borrower The Company shall have any the right to prepay any Contract Advances except in accordance with subsections (b) and (c)without premium or ----------- penalty, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written giving irrevocable notice to the Administrative Agent not later than 12:00 noon (such notice being irrevocableEastern Time) and (ii) on the Business Day on which the prepayment is to occur in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment Loans and three (3) Business Days prior to the Administrative Agent (such notice being irrevocable)Business Day on which the prepayment is to occur in the case of LIBOR Rate Loans, stating to prepay the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, Revolving Credit Loans in whole or ratably to make partial prepayments in partthe amount of $2,000,000 or any multiple of $500,000 in excess thereof, together at any time, provided that no prepayment may be made on any LIBOR Rate Loan except on a Payment Date unless at the time such prepayment is made the Company also pays to the Lenders all losses and out-of-pocket expenses incurred by the Lenders, or any of them, as a result of such prepayment, including, without limitation, the excess of (i) the interest that would have been received from the Company on the amount prepaid during the remaining portion of the Interest Period in question had the Company not prepaid such LIBOR Rate Loan or portion thereof, over (ii) the amount of interest which would have accrued on the amount prepaid if the Lenders had placed such funds on deposit with accrued interest to a prime bank in the London interbank borrowing market from the date of such prepayment until the end of such Interest Period, discounted in each case to present value using the interest rate then existing on U.S. Treasury obligations maturing as of the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); providedend of such Interest Period, however, that each partial prepayment shall be in an as reasonably determined by the Administrative Agent.
(b) If the aggregate principal amount not less than $10,000,000 or of Revolving Credit Loans outstanding under this Section 2 at any time exceeds the Aggregate Commitment as it exists from time to time minus the sum of all outstanding Swingline Loans and all L/C Obligations, the Company shall, upon the request of any of the Lenders, immediately prepay the Revolving Credit Loans in an integral multiple of $1,000,000 in excess thereofamount sufficient to eliminate such excess.
(c) If at any time, The Company shall pay each prepayment made under Section 2.8(a) and Section 2.8(b) to the aggregate principal amount of Advances outstanding shall exceed Administrative Agent for the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part account of the same Borrowing or BorrowingsLenders. The Administrative Agent shall, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advancespromptly following its receipt of each such prepayment, and shall be accompanied by payment of accrued interest distribute it to the date of such prepayment on the principal amount prepaid and any amounts owing Lenders ratably in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersaccordance with their respective Commitment Percentages.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right The Borrowers may, upon notice to the Administrative Agent, from time to time, voluntarily prepay any Contract Advances except Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date of prepayment and amount of such prepayment and the Types of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the prepayment date specified therein. Any prepayment of a Revolving Credit Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Pro Rata Shares.
(b) Any Borrower mayIf for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to Borrowers shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be L/C Obligations in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 equal to such excess, any such prepayment to be applied to the applicable Commitments which have been exceeded (in excess accordance with each Lender’s Pro Rata Share thereof) in such order as Administrative Agent may determine in its Sole Discretion.
(c) If at for any time, reason the aggregate principal amount of Advances outstanding shall exceed Adjusted Leverage Ratio for any Reference Period exceeds the Total Commitmentapplicable ratio set forth in Section 14.01, the Borrowers shall forthwith prepay Advances prepay, on or before the date which is thirty (30) days after the date such excess is determined, Revolving Credit Loans in a principal an aggregate amount equal to an amount which would bring the Adjusted Leverage Ratio in compliance with Section 14.01, any such excess. If at any time, the aggregate principal amount of Advances outstanding prepayment to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest applied to the date of Revolving Credit Loans (in accordance with each Lender’s Pro Rata Share thereof) in such prepayment on the principal amount prepaid and any amounts owing order as Administrative Agent may determine in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.its Sole Discretion
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Committed Loans or Term Loans, as the case may be, in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. on the a.m., New York time, (A) three Business Days prior to any date of the proposed prepayment of Fixed Period Eurodollar Rate Loans, and (B) one Business Day prior to the Administrative Agent any date of prepayment of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans or Term Loans, as the case may be, of the Lenders in accordance with their respective Pro Rata Shares.
(cb) If for any reason the Outstanding Amount of all Loans at any timetime exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay its Loans in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any timeIn addition, upon each increase in the Other Commitment pursuant to Section 2.16 of the Other Credit Agreement, the aggregate principal Borrower shall borrow an amount thereunder, not to exceed the amount of Advances outstanding to any Borrower shall exceed such increase, on or within three Business Days (as such term is defined in the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (cOther Credit Agreement) shall be effected first, from outstanding Contract Advances comprising part of following the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the effective date of such prepayment on increase (or such later date as the principal amount prepaid Administrative Agent (as such term is defined in the Other Agreement) shall agree) and any amounts owing in connection therewith pursuant shall apply the proceeds thereof so that after giving effect to Section 4.03(d); providedsuch borrowing and application of proceeds, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, the Aggregate Commitment Utilization Percentage and such waiver the Other Commitment Utilization Percentage shall be binding on substantially the other Lenderssame, unless the Lenders have otherwise agreed.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have may at any right time and from time to time prepay any Contract Advances except Loans, in accordance with subsections (b) and (c)whole or in part, below. No Borrower shall have any right without premium or penalty, upon notice delivered to prepay any Competitive Advance except as required by subsection (c)the Administrative Agent no later than 1:00 p.m., below.
(b) Any Borrower mayNew York City time, (i) not less than three Business Days prior thereto, in the case of Eurodollar Rate AdvancesEurocurrency Loans, upon at least three Business Day's written notice to and no later than 1:00 p.m., New York City time, on the Administrative Agent (date of such notice being irrevocable) and (ii) notice, in the case of Base Rate AdvancesABR Loans, upon which notice not later than 11:00 a.m. on shall specify the date and amount of prepayment and the Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the proposed prepayment Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Upon receipt of any such notice the Administrative Agent (such notice being irrevocable), stating shall promptly notify each relevant Lender thereof. Partial prepayments of Loans under the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment Revolving Facility shall be in an aggregate principal amount not less than $10,000,000 or that is an integral multiple of $1,000,000 and not less than $5,000,000 (or if less, the remaining outstanding principal amount thereof).
(b) If at any time for any reason the sum of the Outstanding Revolving Credit exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans in excess thereofan aggregate principal amount at least equal to the amount of such excess.
(c) If at Not later than five Business Days following the receipt of any timeNet Available Cash of any Asset Disposition, Sale/Leaseback Transaction pursuant to Section 6.08(b) or Casualty Event by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay any outstanding Revolving Loans (without any corresponding permanent reduction in the Revolving Commitments) in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to 100% of such excess. If at any time, Net Available Cash less the aggregate principal amount of Advances outstanding such Net Available Cash that is, or is required to be, applied to the prepayment, redemption, repurchase or defeasance of any Senior Indebtedness of the Borrower or any of its Restricted Subsidiaries (including any Incremental Term Loans); provided that:
(i) the Borrower and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 2.08(c) except to the extent that the aggregate Net Available Cash received by the Borrower and its Restricted Subsidiaries which is not otherwise applied in accordance with this Section 2.08(c) exceeds $50,000,000, and
(ii) such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall exceed have delivered a certificate of a Financial Officer to the Administrative Agent on or prior to such date stating that such Net Available Cash is expected to be reinvested in the business of the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to its Restricted Subsidiaries within 12 months following the date of receipt of such prepayment Net Available Cash; provided that if all or any portion of such Net Available Cash is not so reinvested within such 12-month period, such period may be extended for an additional 180 days if such Net Available Cash has been committed to be reinvested within such 12-month period and is so reinvested within such additional 180-day period; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such additional 180-day period, such unused portion shall be applied on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment last day of such Competitive Advanceperiod as a mandatory prepayment as provided in this Section 2.08(c) or to the prepayment, and such waiver shall be binding on redemption, repurchase or defeasance of any Senior Indebtedness of the other LendersBorrower or any of its Restricted Subsidiaries (including any Incremental Term Loans).
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Term SOFR Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower 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 Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersRevolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have the right at any right time and from time to time to prepay any Contract Advances except Base Rate Loan, in accordance with subsections whole or in part; PROVIDED, however, that each such partial prepayment of a Base Rate Loan shall be in a minimum aggregate principal amount of $200,000 or, if greater in amounts which are integral multiples of $50,000. Except as required by paragraph (b) and or (c)) below or on the last day of an Interest Period with respect thereto, below. No the Borrower shall have any right not be permitted to prepay any Competitive Advance except as required by subsection (c), belowLIBOR Loans.
(b) Any In the event that the Aggregate Outstandings exceed the then applicable Borrowing Base or the Aggregate Revolving Credit Outstandings exceed the Total Commitments at any time prior to the Revolving Credit Termination Date, the Borrower mayshall promptly pay or prepay so much of the Revolving Credit Loans outstanding as shall be necessary in order that the Aggregate Outstandings will not exceed the Borrowing Base then in effect and Aggregate Revolving Credit Outstandings will not exceed the Total Commitment. All prepayments under this subparagraph shall be subject to Section 4.1.
(c) Unless otherwise agreed by the Banks in writing, the Borrower shall be required to pay or prepay Revolving Credit Loans outstanding with (i) in 80% of the case proceeds of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and issuance by the Borrower or any Guarantor of additional equity; (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date 100% of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount net proceeds of the prepayment, and if such notice is given, such sale by the Borrower shall, prepay Contract Advances comprising part or any Guarantor of any Real Estate Assets; (iii) 100% of the same Borrowingnet proceeds resulting from the repayment of mortgages constituting Real Estate Assets or (iv) such proceeds as may be paid as a result of a casualty or condemnation, all in whole accord with Sections 7.11 or ratably in part, together with accrued interest to the date 7.12 of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)this Agreement; provided, however, that each partial prepayment the Borrower shall have no obligation under clause (i) above until the aggregate net proceeds of any and all additional equity issuances during the term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofsubject to Section 4.1.
(d) All payments required by paragraphs (b) or (c) If at any timeabove shall be made to the Banks PRO RATA in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Revolving Credit Loans that are Base Rate Loans up to the aggregate principal full amount of Advances thereof; second, to outstanding shall exceed Revolving Credit Loans that are LIBOR Loans up to the Total Commitmentfull amount thereof; and, the Borrowers shall forthwith prepay Advances in a principal amount equal third, to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. Term Loans.
(e) All prepayments made pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and Section 3.2 shall be accompanied by the payment of all accrued interest to the date of such prepayment on the principal amount so prepaid and any by all amounts owing in connection therewith required to be paid pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders4.1 in connection therewith.
Appears in 1 contract
Sources: Revolving Credit Agreement (United Capital Corp /De/)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three one Business Day's written prior notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part the outstanding principal amount of the same Borrowing, Loans in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans outstanding, and any amounts owing in connection therewith pursuant then to Section 4.03(d)the Revolving Credit Loans outstanding; providedand, howeverPROVIDED, FURTHER, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 5,000,000 or an integral multiple multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for such prepayment. The notice requirement in this Section 2.6(a) shall not apply to any application of available funds pursuant to Section 2.6(c).
(ci) If at Upon receipt by the Borrower or any timeSubsidiary of the Borrower of Asset Sale Proceeds, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers Borrower shall forthwith prepay Advances prepay, in a principal an amount equal to such excess. If at any timeAsset Sale Proceeds, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive AdvancesSwing Loans outstanding, and shall be accompanied by payment of if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans, together with accrued interest to the date of such prepayment.
(ii) If, at any time, the sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds either the Commitments at such time or a Borrowing Base Deficiency exists, the Borrower shall forthwith prepay the Swing Loans then outstanding in an amount equal to such excess, together with accrued interest thereon, and if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent necessary to eliminate such excess, together with accrued interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists.
(c) The Borrower agrees that all available funds in the Cash Collateral Account shall be applied first to accrued and unpaid interest on the Loans to the extent then due and payable, next, PRO RATA, to the amount of the Swing Loans and any Reimbursement Obligations then outstanding, next to the outstanding principal amount prepaid of the Revolving Credit Loans and any amounts owing in connection therewith Loans deemed to be made by the Lenders pursuant to Section 4.03(d2.16(m); provided, howeverand next to any other Obligations then due and payable, then on any Business Day that any holder funds are on deposit in the Cash Collateral Account and no Default or Event of a Competitive Advance Default has occurred, the Borrower may waive prepayment of direct the Agent to disburse such Competitive Advance, and such waiver funds to the Borrower's disbursement account. The Borrower shall utilize funds on deposit in the Cash Collateral Account that are available to it pursuant to the terms hereof prior to requesting Loans to be binding on the other Lendersmade hereunder.
Appears in 1 contract
Prepayments. (a) No Borrower may, upon three (3) Business Days prior notice, voluntarily prepay the Term Loans in whole or in part (but in no event may such prepayment be less Five Hundred Thousand Dollars ($500,000)) at any time or from time to time; provided that, any prepayment of a LIBOR Rate Loan shall have any right be subject to prepay any Contract Advances except Section 2.10. Any prepayment shall be accompanied by all accrued and unpaid interest. Any partial prepayment of the Term Loan shall be applied as set forth in accordance with subsections (b) and (cSection 2.9(f), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any To the extent that an Overadvance exists, Borrower may, (i) shall repay such Overadvance as provided in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocableSection 2.1(a), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at Subject to any timelimitations under Section 7.1 hereof, upon any Asset Sale or series of Asset Sales (other than an Asset Sale or series of Asset Sales consisting of Trading Assets), in either event outside of the aggregate principal amount ordinary course of Advances outstanding Borrower’s or any Guarantor’s business, Borrower shall exceed prepay or cause to be prepaid the Total Commitment, the Borrowers shall forthwith prepay Advances Obligations in a principal an amount equal to with respect to any Asset Sales by a Person included in the Dekania Group, seventy five percent (75%) of the net cash proceeds of such excess. If at any timesale or disposition (i.e., the aggregate principal amount gross proceeds less the reasonable and customary costs of Advances outstanding such sale or other dispositions) (“Net Cash Proceeds”), or with respect to any other Guarantor, ten percent (10%) of the Net Cash Proceeds, in either event upon Borrower’s or any Guarantor’s receipt thereof. Such prepayments shall be applied as set forth in Section 2.9(f).
(d) Contemporaneously with the receipt by a Person included in the Dekania Group of any proceeds from the incurrence of any Indebtedness (other than Permitted Indebtedness) or receipt by a Person included in the Dekania Group of additional contributions on account of Capital Stock (other than from Parent or Affiliates of Borrower) or Net Cash Proceeds from the issuance of additional Capital Stock of a Person included in the Dekania Group (other than from Parent or Affiliates of Borrower and excluding for all purposes any Net Cash Proceeds attributable to a return of capital from Deep Value), Borrower shall exceed prepay or cause to be prepaid the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances Obligations in a principal an aggregate amount equal to one hundred percent (100%) of such excessproceeds. Such prepayments shall be applied as set forth in Section 2.9(f).
(e) Contemporaneously with the receipt thereof by Borrower or any Guarantor of any additional consideration paid by ATP related to earn-out payments under Section 3(b) of the Master Agreement, Borrower shall prepay or cause to be prepaid the Obligations in an aggregate amount equal to one hundred percent (100%) of such payments. Such prepayments shall be applied as set forth in Section 2.9(f).
(f) All amounts prepaid pursuant to Sections 2.9(a), (b), (c), (d) and (e) shall be applied ratably to Term Loan A and Term Loan B in the inverse order of maturity, after payment of accrued and unpaid interest thereon. Subject to the application described above, prepayments shall first be applied to Base Rate Loans, and then to LIBOR Rate Loans. All prepayments pursuant to this subsection (c) of LIBOR Rate Loans shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant subject to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders2.10.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Committed Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. Any prepayment of a Committed Loan with respect to which the Borrower has agreed to pay an Alternative Rate to the Alternative Rate Lender shall also be accompanied by any relevant Breakage Amount.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Hillenbrand Industries Inc)
Prepayments. (a) No The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the Administrative Agent, at any right time or from time to time voluntarily prepay any Contract Advances except Term Loans in accordance with subsections whole or in part without premium or penalty (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (cprovided in Section 2.09(a), below.
(b) Any Borrower may, ); provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written such notice to must be received by the Administrative Agent not later than (such notice being irrevocableA) 5:00 p.m. five (5) Business Days prior to any date of prepayment; and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate a principal amount not less than of $10,000,000 2,000,000 or an integral a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative 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, together with the Term Loan Prepayment Fee (if applicable), and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Loan shall be accompanied by all accrued interest on the amount prepaid. Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages and the amount of any such Term Loan Prepayment Fee shall be distributed to the Lenders in accordance with their respective Applicable Percentages.
(b) [Reserved].
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the The Borrowers shall forthwith prepay Advances the Term Loans and to the extent required pursuant to the provisions of Section 6.13 hereof, subject to the ABL Intercreditor Agreement.
(d) The Borrowers shall prepay the Term Loans in a principal an amount equal to the Net Proceeds received by a Loan Party from any Prepayment Event; provided that with respect to (i) Revolving Priority Collateral and (ii) so long as no Event of Default shall then exist, Term Loan Priority Collateral, prepayments of Term Loans shall not be required to the extent such excess. If at Net Proceeds are applied to Revolving Outstandings under the Revolving Credit Agreement.
(e) Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied ratably to the outstanding Term Loans; second, shall be applied ratably to any timeother Obligations that are then due and owing, and, third, the aggregate principal amount remaining, if any, after the application of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) clauses first through second above shall be effected first, from outstanding Contract Advances comprising part remitted to the Lead Borrower. Any prepayment of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and a Term Loan shall be accompanied by payment of all accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(dprepaid, together with the Term Loan Prepayment Fee (if applicable); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No Borrower The Company may at any time and from time to time repay the then outstanding Loans, in whole or in part, without premium or penalty, upon written notice to the Lender (or telephonic notice promptly confirmed in writing) not later than 12:00 noon New York, New York time, one Business Day before the date of prepayment. Each notice shall have any right be irrevocable and shall specify the date and amount of repayment and whether such repayment is of the Term Loan or of Revolving Credit Loans or a combination thereof, and if a combination thereof, the amount of repayment allocable to prepay any Contract Advances except each. Each partial prepayment of a Loan pursuant to this Section 3.03 shall be in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.a principal amount of $250,000 or whole multiples of $100,000 in excess thereof
(b) Any Borrower may, (i) in To the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to extent that the Administrative Agent (such notice being irrevocable) and (ii) in Aggregate Revolving Credit Outstandings plus the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepaymentTerm Loan exceed the Borrowing Base as in effect at any time, the Companies shall immediately prepay Revolving Credit Loans to the extent necessary to cause compliance with the Borrowing Base and if such notice is given, such Borrower shall, payments are insufficient to cause compliance with the Borrowing Base the Companies shall prepay Contract Advances comprising part the Term Loans to the extent necessary to cause compliance with the Borrowing Base.
(c) Within 90 days of the same Borrowingend of each fiscal year (commencing with the fiscal year ending March 31, 2002) or, if earlier, fifteen (15) days after delivery of the Companies' audited fiscal year end financial statements, the Companies shall prepay the Term Loan in whole or ratably an amount equal to (x) Consolidated EBITDA calculated with respect to such fiscal year less the scheduled principal and interest paid with respect to the Term Loan in partsuch fiscal year, together with multiplied by (y) 12.5%.
(d) Each prepayment of principal of a Loan pursuant to this Section 3.03 shall be accompanied by accrued interest to the date of such prepayment prepaid on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); providedprepaid. All partial prepayments of the Term Loans, however, that each partial prepayment shall be applied to the remaining installments of principal thereof in an aggregate principal amount not less than $10,000,000 or an integral multiple inverse order of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excessmaturity. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part Prepayments of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall Term Loans may not be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersreborrowed.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Term SOFR Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate principal amount prepayment of Advances outstanding Base Rate Loans shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances be in a principal amount equal of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest AMERICAS/2024050510.8 Period(s) of such excessLoans. The Administrative 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 at any timesuch notice is given by the Borrower, the aggregate principal amount of Advances outstanding to any Borrower shall exceed irrevocably make such prepayment and the Borrower Sublimit of payment amount specified in such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) notice shall be effected first, from outstanding Contract Advances comprising part due and payable on the date specified therein. Any prepayment of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and a Term SOFR Loan shall be accompanied by payment of all accrued interest to the date of such prepayment on the principal amount prepaid and prepaid, together with any additional amounts owing in connection therewith required pursuant to Section 4.03(d)3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(b) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at any such time exceed an amount equal to 100% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that any holder that, subject to the provisions of a Competitive Advance may waive Section 2.15, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Sources: Revolving Credit Agreement (Darden Restaurants Inc)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $2,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate principal amount prepayment of Advances outstanding Base Rate Loans shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances be in a principal amount equal to such excess. If at any timeof $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the aggregate entire principal amount of Advances outstanding to any Borrower thereof then outstanding. Each such notice shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)date specified therein; provided, however, that that, so long as the Borrower has made a good faith attempt to make any holder such payment on the specified date and such payment is not received on such date by the Administrative Agent solely due to a disruption in the Fedwire funds transfer system or other similar force majeure event, then the applicable due date shall be extended to the first Business Day when such disruption or force majeure event no longer exists. Any prepayment of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver Eurodollar Rate Loan or Quoted Rate Loan shall be binding accompanied by all accrued interest on the other Lendersamount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
Appears in 1 contract
Prepayments. (a) No If at any time the aggregate outstanding principal amount of the Loans exceeds the Loan Limit, Borrower shall, within two Business Days after written demand by the Agent, or by any Lender through the Agent, prepay the Loans and/or provide additional Collateral consisting of cash or Alesco Funding Securities or such other Collateral as may be mutually agreed upon by Borrower and the Agent having a Value sufficient to eliminate such excess, provided that if the aggregate outstanding principal amount of the Loans exceeds the Total Commitments, Borrower shall have any right immediately prepay the Loans by an amount at least equal to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowsuch excess.
(b) Any Borrower may, shall not permit any Utilization Period to exceed one hundred and fifty (i150) in days. Accordingly Borrower shall prepay all outstanding Loans and all accrued interest thereon on the case 150th day of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent each Utilization Period (such notice being irrevocablea prepayment herein called a “Cleanup Payment”) and shall not make any borrowing hereunder for four consecutive Business Days following such prepayment.
(iic) in Borrower may at any time and from time to time prepay the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same BorrowingLoans, in whole or ratably in part, without premium or penalty, upon prior notice to the Agent (who shall promptly notify each Lender thereof, but in no event later than one Business Day after the Agent receives such notice), which notice must be received by the Agent prior to 11:00 a.m. three (3) Business Days prior to the prepayment date specifying the date and amount of prepayment and the Type of Loans to be prepaid; provided that each prepayment of Eurodollar Loans on a day other than the last day of an Interest Period shall require the payment of all amounts payable by Borrower pursuant to Section 3.04. Any such notice shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the such date of such prepayment on the amount prepaid. Partial prepayments of principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than of $10,000,000 1,000,000 or an integral a whole multiple of $1,000,000 100,000 in excess thereof.
(cd) If at any time, Partial prepayments of the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) Loans shall be effected first, from outstanding Contract Advances comprising part of applied first to Base Rate Loans and then to Eurodollar Loans in such order as will minimize the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied amount payable by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith Borrower pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders3.04.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative 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 Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(c) Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c), or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the event a Borrowing Base Deficiency exists after giving effect to any holder Redetermination, the Borrower shall, within ten (10) days following notice thereof from Administrative Agent, provide written notice (the "Election Notice") to Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of principal on the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days of such election, (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of principal on the Loans each of which shall be in the amount of one sixth (1/6th) of the amount of such Borrowing Base Deficiency commencing on the first Monthly Date following the date on which such Borrowing Base Deficiency is determined to exist and continuing on each Monthly Date thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties' oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the delivery of such Election Notice submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations), on each Monthly Date, the Borrower shall also deposit cash with Administrative Agent, to be held by Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency and the remaining outstanding principal under the Loans on the date such Borrowing Base Deficiency is first determined to occur). In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Competitive Advance may waive Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Competitive AdvanceBorrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency).
(d) Immediately upon the consummation by any Credit Party of any Asset Disposition, and the Borrower shall make a mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the consummation of any Asset Disposition, all Net Cash Proceeds from any such waiver Asset Disposition shall be binding applied as a mandatory prepayment on the other LendersLoans.
(e) Immediately upon the incurrence by any Credit Party of any Debt described in clause (c) of the definition of Permitted Subordinate Debt, the Borrower shall make a mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the incurrence of any Permitted Subordinate Debt, all proceeds from any such Permitted Subordinate Debt shall be applied as a mandatory prepayment on the Loans.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have may at any right time and from time to time prepay any Contract Advances except Loans, in accordance with subsections whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 noon, New York City time (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) or in the case of Eurodollar Rate Advancesan Alternative Currency, upon at least the Applicable Time), not less than three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) Days prior thereto, in the case of Base Rate AdvancesEurocurrency Loans, upon notice not and no later than 11:00 a.m. 12:00 noon, New York City time, on the date of such notice, in the proposed case of ABR Loans, which notice shall specify the date and amount of prepayment and the Loans to be prepaid; PROVIDED, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12. Upon receipt of any such notice the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such Borrower shall, prepay Contract Advances comprising part of notice shall be due and payable on the same Borrowing, in whole or ratably in partdate specified therein, together with accrued interest to the such date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment prepaid. Partial prepayments of Eurocurrency Loans shall be in an aggregate principal amount not less than $10,000,000 or that is an integral multiple of $1,000,000 and not less than $10,000,000 (or comparable amounts determined by the Administrative Agent in excess thereofthe case of Alternative Currency), and partial prepayments of ABR Loans shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Optional prepayments of Term Loans may not be reborrowed.
(cb) If at on the last day of any timefiscal quarter of the Borrower for any reason the sum of the Dollar Amount of Total Multicurrency Delayed Draw Term Loans exceeds the Total Multicurrency Delayed Draw Term Commitments (or, if the Multicurrency Delayed Draw Term Commitments have terminated, the Total Multicurrency Delayed Draw Term Commitments in effect immediately prior to such termination) by more than 5%, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Dollar Delayed Draw Loans or Multicurrency Delayed Draw Term Loans, as applicable, in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount at least equal to the amount of such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Sources: Credit Agreement (Liberty Media LLC)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. 12:00 noon; (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, upon irrevocable notice to the Lender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Lender not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in the case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower 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 LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
(cb) If for any reason the Total Outstandings at any timetime exceed the Loan Cap as then in effect, the Borrower shall immediately prepay the Loans and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect.
(c) The Borrower shall prepay the Loans and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof.
(d) The Borrower shall prepay the Loans (including L/C Borrowings) and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the other L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Competitive Advance may waive prepayment Prepayment Event, irrespective of such Competitive Advancewhether a Cash Dominion Event then exists and is continuing.
(e) Prepayments made pursuant to Section 2.04(b), (c) and such waiver (d) above, first, shall be binding on applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Lender in a deposit account of the Borrower and may be utilized by the Borrower in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other LendersLoan Party) to reimburse the L/C Issuer or the Lender, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations, as and to the extent such other Obligations shall then be due and payable.
Appears in 1 contract
Sources: Credit Agreement (Citi Trends Inc)
Prepayments. (a) No The Borrower may, upon at least two (2) Business Days notice to the Agent and the Lenders received by 10:00 A.M. New York time in the case of A Advances bearing interest based on the LIBOR Rate, and upon notice to the Agent and the Lenders received by 11:00 A.M. New York time on the date of prepayment in the case of A Advances bearing interest at the Base Rate, and subject always to the requirements of Section 8.04(b), prepay, pro rata, the outstanding amount of each A Advance, in whole or in part, together, in each case, with accrued interest to the date of such prepayment on the amount prepaid, provided that no such partial prepayment shall have any right to prepay any Contract Advances except be in accordance with subsections a principal amount of less than Ten Million Dollars (b$10,000,000) and integral multiples of One Million Dollars (c)$1,000,000) if in excess thereof. The outstanding principal balance of A Advances owing each Lender as of December 17, below. No Borrower 1996 shall have any right to prepay any Competitive Advance except as required by subsection (c)be prepaid in full not later than the first Interest Payment Date of such A Advances falling after December 17, below1996.
(b) Any The Borrower may not, except as permitted under subsection (d) of this Section 2.06, prepay any B Advance, except that the Borrower shall prepay such amounts when required pursuant to the provisions of this Agreement.
(c) If it shall become unlawful for any Lender to continue to fund or maintain any Advance or to perform its obligations hereunder, such Lender shall notify the Borrower and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; provided that such Lender shall not be obligated to change its lending office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its lending office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Advance lawful, then such Lender shall notify the Agent and the Borrower, and shall make an A Advance, and the Borrower shall borrow such A Advance, at the Base Rate in an amount equal to the amount of the Advance currently outstanding and made by such Lender to the Borrower if in the sole reasonable judgment of such Lender such A Advance can lawfully be extended at the Base Rate. Simultaneously with making such A Advance at the Base Rate, the Advance then outstanding made available by such Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a Base Rate Advance to the Borrower pursuant to subsection (c) of this Section 2.06, the Borrower may prepay such Advance, without penalty, at any time upon five (5) Business Days notice. If despite such Lender's compliance with the preceding provisions of this Section 2.06(c), or if the Borrower shall refuse to borrow an A Advance at the Base Rate as herein provided, and if it shall become unlawful for any Lender to fund or maintain any Advance or perform its obligations hereunder, upon demand by such Lender, the Borrower shall prepay in full the outstanding Advance made by such Lender, with accrued interest thereon and all other amounts payable by the Borrower hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance to the Borrower shall terminate.
(d) If at any time the Borrower shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.09) (in each case, as evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three four (4) Business Day's written Days notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate AdvancesLenders, upon notice not later than 11:00 a.m. on prepay at any time, pro rata, the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate outstanding principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowingeach Advance, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any all other amounts owing in connection therewith pursuant then payable to Section 4.03(d)the Lenders by the Borrower; provided, however, that each partial prepayment shall be in an aggregate principal amount not less if such Taxes relate to payments to fewer than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
all the Lenders (c) If at any timethe "Affected Lenders"), the aggregate Borrower may, upon at least four Business Days notice to the Agent and the Affected Lenders, prepay, in whole or in part, pro rata (except as set forth in the following provision), the outstanding principal amount of Advances outstanding shall exceed made by the Total CommitmentAffected Lenders, with accrued interest thereon and all other amounts payable to the Affected Lenders by the Borrower (without prepaying any portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the rate of Taxes with respect to any Affected Lender is higher than with respect to another Affected Lender, the Borrowers shall forthwith Borrower may prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part portion of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall be accompanied by payment of accrued interest give prompt written notice to the date Lenders of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(dprepayments made under this paragraph (d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Loans or LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $3,000,000; and (iii) any prepayment of Base Rate Loans or LIBOR Floating Rate Loans shall be in a principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment, (y) the Type(s) of Loans to be prepaid and, (z) if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall have 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any right additional amounts required pursuant to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowSection 3.05.
(b) Any Borrower may, (i) in No Competitive Loan may be prepaid voluntarily without the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date prior consent of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofapplicable Competitive Loan Lender.
(c) If for any reason the Total Revolving Outstandings at any timetime exceed the Aggregate Revolving Commitments, the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection .
(cd) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith Prepayments made pursuant to Section 4.03(d); provided2.06(c) first, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on applied ratably to the L/C Borrowings (without reduction of any of the Revolving Credit Commitments), second, shall be applied ratably to the outstanding Revolving Credit Loans (without reduction of any of the Revolving Credit Commitments) and Competitive Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon a drawing under any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other LendersLoan Party) to reimburse the Revolving Lenders or the relevant L/C Issuers, as applicable.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have any no optional right to prepay any Contract Advances except principal amount of any Advance other than as provided in accordance with subsections (b) and (c), belowthis Section 2.07. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's Days' prior written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of a prepayment of a Eurodollar Rate Advance and one (1) Business Days' prior written notice to the Agent in the case of a prepayment of a Base Rate AdvancesAdvance, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), in each case stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given, such given the Borrower shall, prepay Contract the outstanding principal amounts of the Advances comprising part of the same Borrowing, Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)prepaid; provided, however, that (x) each partial prepayment of a Borrowing comprised of Base Rate Advances (as opposed to any payment in full) shall be in an aggregate principal amount not less than $10,000,000 or 2,000,000 and an integral multiple of $1,000,000 1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000, (y) each partial prepayment of a Borrowing comprised of Eurodollar Rate Advances (as opposed to any payment in excess thereof.
(cfull) If at any time, the shall be in an aggregate principal amount not less than $2,000,000 and an integral multiple of Advances $1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding shall exceed principal amount less than $2,000,000; and (z) in the Total Commitmentcase of any such prepayment of a Eurodollar Rate Advance, the Borrowers Borrower shall forthwith prepay Advances be obligated to reimburse the Banks in a respect thereof pursuant to Section 8.04(b). Each voluntary prepayment of principal following the Revolving Credit Termination Date shall reduce each subsequent installment of principal due under Section 2.05 by an amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to such voluntary prepayment divided by the number of regular quarterly payments remaining due on the Notes under Section 2.05. Notwithstanding the foregoing, any Borrower shall exceed prepayment of principal following the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in Revolving Credit Termination Date resulting from a principal amount equal to such excess. All prepayments pursuant to this subsection (c) Borrowing Base Deficiency shall be effected first, from outstanding Contract Advances comprising part applied to installments of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment principal in inverse order of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderstheir maturity.
Appears in 1 contract
Sources: Credit Agreement (Petsec Energy Inc)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of LIBOR Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative 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 Borrower, the Borrower 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 LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersRevolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Prepayments. The Borrower will not, nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of the Borrower or any of its Subsidiaries; provided that (aA) No the Borrower shall have and its Subsidiaries may at any right time redeem, retire or otherwise pay prior to prepay any Contract Advances except in accordance with subsections (b) and (c)its scheduled maturity, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c)or accelerate the maturity of, below.
(b) Any Borrower may, Indebtedness under (i) in the case of Eurodollar Rate outstanding Revolving Advances, upon at least three Business Day's written notice to Swing Line Loans and the Administrative Agent (such notice being irrevocable) L/C Obligations, and (ii) in any Hedging Agreement; (B) the case Borrower and its Subsidiaries may at any time (i) within sixty days of Base Rate Advancesan entity becoming a Subsidiary, upon notice not later than 11:00 a.m. redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of such entity outstanding on the date such entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any Indebtedness which is not subordinated in right of payment to Indebtedness outstanding hereunder; (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2013 Subordinated Notes, 2015 Subordinated Notes, 2020 Subordinated Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS and any other Permitted Subordinated Debt; provided that at the time of any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the proposed prepayment to Borrower shall not be less than the Administrative Agent (such notice being irrevocable), stating sum of $50,000,000 plus the proposed date and aggregate principal amount of the prepayment, Loans outstanding and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If both before or after giving effect to the proposed redemption, purchase or payment on a Pro Forma Basis, the Leverage Ratio shall not exceed 3.50:1.00; and (iv) other than in connection with the Tender Offer and the redemption of the Existing Subordinated Notes on the Existing Subordinated Notes Redemption Date, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the Existing Subordinated Notes; (C) the conversion of Indebtedness of the Borrower or any of its Subsidiaries to equity of the Borrower shall not be deemed a payment thereof for purposes of this Section 6.12; and (D) the Borrower and its Subsidiaries may at any timetime redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the aggregate principal amount of Advances outstanding shall exceed the Total Commitmentmaturity of, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing other Indebtedness in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of with a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersrefinancing permitted by this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Omnicare Inc)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. on the (A) three Business Days prior to any date of the proposed prepayment to the Administrative Agent of Eurodollar Rate Loans and (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest B) one Business Day prior to the date of such prepayment on the principal amount prepaid and of Base Rate Loans; (ii) any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment of Eurodollar Rate Loans shall be in an aggregate a principal amount not less than of $10,000,000 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersRevolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) The Borrower may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty (except as specifically provided in the proviso of this sentence and in the penultimate sentence of this Section 2.08(a)(i)), upon notice delivered to the Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Eurodollar Rate AdvancesLoans, upon at least three Business Day's written notice to no later than 12:00 noon, New York City time, on the Administrative Agent (date of such notice being irrevocable) and (ii) notice, in the case of Base Rate AdvancesABR Loans, upon which notice not later shall specify the date and amount of prepayment and the Loans to be prepaid; provided that, if a Eurodollar Loan is prepaid on any day other than 11:00 a.m. the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of the proposed prepayment to such prepayment). Upon receipt of any such notice the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such Borrower shall, prepay Contract Advances comprising part of notice shall be due and payable on the same Borrowing, in whole or ratably in partdate specified therein, together with accrued interest to the such date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment prepaid. Partial prepayments of Loans shall be in an aggregate principal amount not less than $10,000,000 or that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 2.08(a), the Borrower may in excess thereof.
its sole discretion select the Loans (cof any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Loans. If at any timeRepricing Event occurs prior to the date occurring twelve months after the Amendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal Term B Loans subject to such excessRepricing Event. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) Such fees shall be effected firstearned, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances due and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to payable upon the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment occurrence of such Competitive Advance, and such waiver shall be binding on the other LendersRepricing Event.
Appears in 1 contract
Prepayments. (a) No Borrower The Borrowers may from time to time pay, without penalty or premium, all outstanding Base Rate Loans, or, in a minimum aggregate amount of $5,000,000, any portion of the outstanding Base Rate Loans not later than 11:00 a.m. upon one (1) Business Day’s prior notice to the Administrative Agent, who shall have give prompt notice thereof to the Lenders substantially in the form of Exhibit I hereto or such other form agreed to by the Company and the Administrative Agent (including any right to prepay any Contract Advances except in accordance with subsections form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (b) and (ca “Notice of Loan Prepayment”), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower mayThe Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Term SOFR Loans, or, in a minimum aggregate amount of $5,000,000, any portion of outstanding Term SOFR Loans upon (ix) in the case of Eurodollar Rate Advances, upon at least three two (2) Business Day's written Days’ prior notice to the Administrative Agent. The Administrative Agent (such shall give prompt notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment thereof to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofLenders.
(c) If at any time, for any reason, the Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Loans such that the sum of the aggregate principal amount of Advances outstanding shall exceed Loans so prepaid, at least equals the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to of such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments .
(d) [reserved].
(e) Each prepayment pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and Section 2.8 shall be accompanied by payment of accrued and unpaid interest on the amount prepaid to the date of such prepayment on the principal amount prepaid and any amounts owing payable under Section 3.4 in connection therewith pursuant with such payment.
(f) Notwithstanding anything to the contrary contained in this Agreement, any Borrower may rescind or postpone any notice of prepayment under Section 4.03(d); provided, however, that any holder 2.8(a) or (b) if such prepayment would have resulted from a refinancing of all or a portion of the Loans or if it is otherwise conditioned on the consummation of a Competitive Advance may waive prepayment of such Competitive Advancetransaction, and such waiver which refinancing or transaction shall not be binding on the other Lendersconsummated or shall otherwise be delayed.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, upon irrevocable notice to the Lender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Lender not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in the case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower 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 LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
(cb) If for any reason the Total Outstandings at any timetime exceed the Loan Cap as then in effect, the Borrower shall immediately prepay the Loans and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of a Competitive Advance may waive prepayment the Loans the Total Outstandings exceed the Loan Cap as then in effect.
(c) The Borrower shall prepay the Loans and, after the occurrence and during the continuance of such Competitive Advance, and such waiver shall be binding on an Event of Default or to the other Lenders.extent required by the provisions of Section
Appears in 1 contract
Sources: Credit Agreement (Citi Trends Inc)
Prepayments. (a) No Borrower may, upon notice to Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; PROVIDED that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $1,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $1,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. 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 Borrower, Borrower shall have 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any right additional amounts required pursuant to prepay any Contract Advances except SECTION 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower may, (i) in shall immediately prepay Loans and/or Cash Collateralize the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be L/C Obligations in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time; PROVIDED, the aggregate principal amount of Advances outstanding to any HOWEVER, that Borrower shall exceed not be required to Cash Collateralize the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments L/C Obligations pursuant to this subsection (cSECTION 2.05(b) shall be effected first, from outstanding Contract Advances comprising part unless after the prepayment in full of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to Loans the date of such prepayment on Total Outstandings exceed the principal amount prepaid and any amounts owing Aggregate Commitments then in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderseffect.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have any no right to prepay any Contract Advances except the principal amount of the Loan other than as provided in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowthis Section 2.7.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three two (2) Business Day's written Days' prior notice (which may be by telephone, provided that confirmation in writing is received within one (1) Business Day after such telephonic notice) to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable)Agent, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part the outstanding principal amount of the same Borrowing, Loan in whole or ratably in part, without premium or penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)prepaid; provided, however, that any prepayment of any Eurodollar Rate Portion made other than on the last day of an Interest Period for such Eurodollar Rate Portion shall be subject to payment by the Borrower to the Administrative Agent for the benefit of the Lenders of any costs, fees or expenses incurred by any Lender in connection with such prepayment including without limitation any costs to unwind any Eurodollar Rate contracts; and, provided, further, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 3,000,000 or an integral multiple multiples of $1,000,000 100,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of the Loan specified to be prepaid shall become due and payable on the date specified for such prepayment. The Administrative Agent shall notify each Lender of the receipt of such notice of prepayment on the Business Day following such receipt.
(c) If at any timetime the sum without duplication of (i) the Principal Balance and (ii) the Letter of Credit Outstandings exceeds the lower of the Borrowing Base or the Commitments at such time (a "Borrowing Base Imbalance"), the aggregate principal amount of Advances outstanding Borrower and the REIT shall exceed prepay the Total Commitment, the Borrowers shall forthwith prepay Advances Loan in a principal an amount equal to such excess. If at any time, together with accrued interest, within one (1) Business Day of receipt by Borrower and the aggregate REIT of written notice from the Administrative Agent that a Borrowing Base Imbalance exists.
(d) On the last day of each of the third, sixth, ninth and twelfth full calendar months of each of the first three years following the Closing Date, Borrower and the REIT shall prepay the outstanding principal amount balance of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances Term Loan Facility in a principal an amount equal to $1,500,000; if the Final Maturity Date of the Term Loan Facility is extended as provided in Section 2.18 below, on the last day of each of the third, sixth, ninth and twelfth full calender months during the first Extension Period, Borrower and the REIT shall prepay the outstanding principal balance of the Term Loan Facility in an amount equal to $25,500,000; if the Final Maturity Date of the Term Loan Facility is further extended as provided in Section 2.18 below, on the last day of each of the third, sixth, ninth and twelfth full calendar months during the second Extension Period, Borrower and the REIT shall prepay the outstanding principal balance of the Term Loan Facility in an amount equal to $30,000,000 (each such excess. All prepayments required payment of principal, a "Scheduled Payment").
(e) In the event Borrower or the REIT is required, pursuant to this subsection the terms of any Indebtedness comprising Total Unsecured Indebtedness of the Borrower or the REIT, to prepay a portion of the principal balance of such Indebtedness upon the sale or conveyance of any Asset or of any interest in any Asset, Borrower and the REIT shall, on the Business Day immediately
(cf) Payments applied to the Principal Balance of the Loan (other than those payments made pursuant to paragraph (d) above) shall be effected firstapplied to the Revolving Credit Facility or the Term Loan Facility as specified by Borrower; provided that in the event Borrower does not so specify, from outstanding Contract Advances comprising part such payments shall be applied first to the Revolving Credit Facility and then to the Term Loan Facility. Each payment applied to the Principal Balance of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances Term Loan Facility (including without limitation all Scheduled Payments) shall reduce the Facility Amount by the amount of such principal payment and third from outstanding Fixed Rate Competitive Advances, and each Lender's Term Commitment shall be accompanied reduced by payment of accrued interest to the date its Ratable Portion of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderspayment.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative 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 Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(c) Any Extraordinary Receipts shall be immediately applied as a Competitive Advance may waive mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000.
(d) The aggregate amount of all prepayments under Section 2.05(c) in excess of $20,000,000 shall reduce the Aggregate Commitments by the amount of such Competitive Advance, and such waiver shall be binding on the other Lendersexcess.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (bsubsections(b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in i)in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in ii)in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have any right to may prepay any Contract Advances except Borrowing of Term SOFR Loans or Base Rate Loans without premium or penalty and in accordance with subsections whole or in part (b) and (c)but, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c)if in part, below.
(b) Any Borrower may, then (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice to the Administrative Agent in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Term SOFR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.
(cb) If the aggregate amount of outstanding Loans and L/C Obligations shall at any timetime for any reason exceed the Commitments then in effect, the aggregate principal Borrower shall, immediately and without notice or demand, pay the amount of Advances outstanding shall exceed such excess to the Total CommitmentAdministrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the Borrowers shall forthwith prepay Advances in a principal amount equal need to make any such excess. If at any time, prepayment the aggregate principal amount of Advances outstanding to any Borrower shall exceed notify the Borrower Sublimit Administrative Agent of such Borrower, required prepayment. Each such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and prepayment shall be accompanied by a payment of all accrued and unpaid interest to the date of such prepayment on the principal amount Loans prepaid and any amounts owing in connection therewith pursuant shall be subject to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders2.11 hereof.
Appears in 1 contract
Prepayments. (a) No The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Agent (which shall have any right to prepay any Contract Advances except in accordance with subsections promptly notify the Lenders), which notice shall specify the prepayment date (bwhich shall be a Business Day) and the amount of the prepayment (c)which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Agent, belowprovided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. No The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans, and in addition, such prepayments of Eurodollar Loans shall have any right be subject to prepay any Competitive Advance except as required by subsection (c), belowthe terms of Section 5.05 and shall be in amounts equal to all of the Eurodollar Loans for the Interest Period being prepaid. Any prepayments made during the Term Loan Period shall be applied to reduce pro rata the remaining scheduled payments.
(b) Any Borrower mayIf, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice after giving effect to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date any termination or reduction of the proposed prepayment Aggregate Maximum Credit Amounts pursuant to the Administrative Agent (such notice being irrevocableSections 2.03(b), stating the proposed date and outstanding aggregate principal amount of the prepaymentLoans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, and if the Borrower shall (i) prepay the Loans on the date of such notice is given, such Borrower shall, prepay Contract Advances comprising part of termination or reduction in an aggregate principal amount equal to the same Borrowing, in whole or ratably in partexcess, together with interest on the principal amount paid accrued interest to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the principal Lenders an amount prepaid and any amounts owing equal to the remaining excess to be held as cash collateral as provided in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof2.10(b) hereof.
(c) If at Upon any timeredetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Section 8.08(b), if the redetermined Borrowing Base is less than the sum of (i) the aggregate outstanding principal amount of Advances outstanding the Loans, plus (ii) the LC Exposure, plus (iii) the amount by which the US Dollar equivalent (converted as of the relevant Redetermination Date by the Agent using good faith and customary methods and taking into account the effect of any applicable Hedging Agreements) of the DEM Subordinated Debt exceeds $2,400,000, then the Borrower shall exceed within thirty (30) days of receipt of written notice thereof: either (i) prepay the Total Commitment, the Borrowers shall forthwith prepay Advances Loans (and/or provide cash collateral) in a an aggregate principal amount equal to such excess. If at any time, together with interest on the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of paid accrued interest to the date of such prepayment on or (ii) notify the Agent of its election to eliminate such Borrowing Base deficiency by making six (6) consecutive monthly payments equal to such excess divided by six (6), the first of such payments being due and payable immediately and each subsequent payment being due at thirty (30) day intervals thereafter. Any scheduled payments of principal amount prepaid and any amounts owing made during such deficiency period shall be applied to such deficiency payments in connection therewith direct order of maturity; provided that in the event of an acceleration of the maturity of the Notes pursuant to Section 4.03(d); provided10.02, howeversuch acceleration shall also accelerate the maturity of the monthly deficiency payments.
(d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, that any holder of a Competitive Advance may waive except as required under Section 5.05 for prepayment of such Competitive Advance, and such waiver shall Eurodollar Loans. Any prepayment may be binding on reborrowed subject to the other Lendersthen effective Aggregate Commitments.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have the right at any right time and from time to time to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same BorrowingLoan, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each such partial prepayment of a Base Rate Loan shall be in an a minimum aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 200,000 or, if greater in excess thereofamounts which are integral multiples of $50,000. Except as required by paragraph (b) or (c) below or on the last day of an Interest Period with respect thereto, the Borrower shall not be permitted to prepay LIBOR Loans.
(b) In the event that the Aggregate Outstandings exceed the lesser of the Total Commitments or the then applicable Borrowing Base at any time prior to the Termination Date, the Borrower shall promptly pay or prepay so much of the Loans outstanding as shall be necessary in order that the Aggregate Outstandings will not exceed the lesser of Total Commitments or the Borrowing Base then in effect. All prepayments under this subparagraph shall be subject to Section 4.1.
(c) If at any timeUnless otherwise agreed by the Banks in writing, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed be required to pay or prepay Loans outstanding with (i) 80% of the proceeds of the issuance by the Borrower Sublimit or any Guarantor of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection additional equity; (cii) shall be effected first, from outstanding Contract Advances comprising part 100% of the same Borrowing net proceeds of the sale by the Borrower or Borrowingsany Guarantor of any Real Estate Assets; (iii) 100% of the net proceeds resulting from the repayment of mortgages constituting Real Estate Assets or (iv) such proceeds as may be paid as a result of a casualty or condemnation, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment all in accord with Sections 7.11 or 7.12 of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)this Agreement; provided, however, that the Borrower shall have no obligation under clause (i) above until the aggregate net proceeds of any holder and all additional equity issuances during the term of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be binding subject to Section 4.1.
(d) All payments required by paragraphs (b) or (c) above shall be made to the Banks pro rata in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Base Rate Loans up to the full amount thereof and second, to outstanding LIBOR Loans up to the full amount thereof.
(e) All prepayments made pursuant to this Section 3.2 shall be accompanied by the payment of all accrued interest on the other Lendersamount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in connection therewith.
Appears in 1 contract
Sources: Revolving Credit Agreement (United Capital Corp /De/)
Prepayments. (a) No Borrower may, upon notice to Agent no later than 11:00 a.m. (St. Louis time) on the date at least three (3) New York Banking Days before the date of the prepayment (which must be a New York Banking Day), prepay all at any time or any portion from time to time of the unpaid principal balance of the Loan prior to the Maturity Date; provided that:
(i) contemporaneously with each such prepayment Borrower shall have pay all accrued and unpaid interest on the portion of the Loan being prepaid to and including the date of prepayment; (ii) partial prepayments shall be applied to the installments of principal of the Loan in the inverse order of their stated maturities; (iii) partial prepayments shall be in an aggregate amount of at least $100,000 or any right to prepay any Contract Advances except in accordance with subsections (b) larger multiple of $50,000; and (c)iv) if Borrower is making a prepayment on any portion of a LIBOR Advance, below. No Borrower shall have any right pay Agent for the benefit of Lenders the funding losses and other amounts, if any, required under Section 2.10. Each such voluntary prepayment shall be applied to prepay any Competitive Advance except as required by subsection (c)pay each Lender’s portion of the Loan in proportion to their respective Pro Rata Shares. Each notice of prepayment may, belowat Borrower’s option, be conditioned upon the closing of a replacement financing transaction or other corporate transaction.
(b) Any Upon receipt of a notice of prepayment pursuant to Section 2.08(a), Agent shall promptly notify each Lender of the contents thereof and of such Lender's Pro Rata Share of such payment. To the extent such notice relates to a LIBOR Advance, it shall not thereafter be revocable by Borrower.
(c) In addition to the regularly scheduled principal payments of the Loan under Section 2.01, any voluntary prepayments made by Borrower mayunder Section 2.08(a) and any prepayments made by Borrower under Section 2.08(d), Borrower hereby covenants and agrees to pay to Agent for the benefit of Lenders: (i) in within two (2) Business Days after the case of Eurodollar Rate Advancesdate, upon at least three Business Day's written notice if any, on which an announcement is made by Borrower that the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will not occur, an amount equal to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the Advances made on the effective date of this Agreement, less the amount of any outstanding Indebtedness (including, without limitation, principal and interest) due U.S. Bank under the Original Loan Agreement immediately prior to the effective date of this Agreement, less any costs and expenses incurred in connection with the term loan facility evidenced by this Agreement through the date of such prepayment, less interest accrued on the Advances between the effective date of this Agreement and if the date of such notice is givenprepayment; (ii) within ten (10) days after receipt thereof, such Borrower shall, prepay Contract Advances comprising part all of the same Borrowingnet cash proceeds received by Borrower or any Subsidiary from any Capital Transaction (except from the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) to the extent the aggregate amount of such proceeds received by Borrower and all Subsidiaries on a combined basis during the term of the term loan facility evidenced by this Agreement exceeds the sum of $3,000,000; (iii) within ten (10) days after receipt thereof, in whole all of the net cash proceeds received by Borrower or ratably in part, together with accrued interest any Subsidiary from the issuance of any Subordinated Indebtedness subsequent to the date of this Agreement, excluding all proceeds of Indebtedness between Borrower and a Subsidiary or between two Subsidiaries; and (iv) within sixty (60) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the sale or other disposition of any Property (other than proceeds used or committed to be used to acquire replacement Property), to the extent the aggregate amount of such proceeds received by Borrower and Subsidiaries on a combined basis during any fiscal year exceeds the sum of $1,000,000 (excluding the proceeds of the sale of any ▇▇▇▇▇▇▇▇ Advisory Agreements, all of which shall be delivered to Lender). All payments due pursuant to this Section 2.08(c) shall be applied to the remaining installments of principal of the Loan in the inverse order of their stated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. All principal payments applied to the Loan pursuant to this Section 2.08(c) shall, unless otherwise directed by Borrower in writing at or prior to the time of such payment, be applied first to the Base Rate Advances and then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first).
(d) In addition to the regularly scheduled principal payments due on the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any payments made by Borrower under Section 2.08(c), until the Loan has been paid in full, Borrower shall make a mandatory prepayment on the principal Loan in an amount prepaid equal to 25% of Consolidated Excess Cash Flow (if any) for each fiscal year, which prepayments shall be due and any amounts owing payable within ten (10) days after delivery to Agent of Borrower’s annual audited financial statements, but in connection therewith no event later than 90 days after the end of each fiscal year (commencing with the fiscal year ending September 30, 2016). All payments due pursuant to this Section 4.03(d); provided, however, that each partial prepayment 2.08(d) shall be applied to the payment of the remaining installments of principal of the Loan in an aggregate principal amount not less than $10,000,000 or an integral multiple the inverse order of $1,000,000 their stated maturities until the Loan is paid in excess thereoffull, and Agent shall promptly remit to each Lender its ratable share of each such payment.
(ce) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments made pursuant to this subsection (c) Section 2.08 shall be effected firstapplied, from outstanding Contract Advances comprising part unless otherwise directed by Borrower in writing at or prior to the time of the same Borrowing or Borrowingssuch payment, second from outstanding Eurodollar Competitive first to Base Rate Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(dfirst); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than (x) in the case of Eurodollar Rate Advancesprepayment of (1) a Term Benchmark Borrowing, upon at least not later than 11:00 a.m., New York City time, three Business Day's written notice to Days before the Administrative Agent date of prepayment or (such notice being irrevocable2) and an RFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment or (iiy) in the case of prepayment of a Base Rate AdvancesBorrowing, upon notice not later than 11:00 a.m. a.m., New York City time, on the date of the proposed prepayment; (ii) any prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate of Term Benchmark Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate principal amount prepayment of Advances outstanding Base Rate Loans or RFR Loans shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances be in a principal amount equal of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term Benchmark Loans are to be prepaid, the Interest Period(s) of such excessLoans. The Administrative 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 at any timesuch notice is given by the Company, the aggregate principal amount of Advances outstanding to any Borrower shall exceed make such prepayment and the Borrower Sublimit of payment amount specified in such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) notice shall be effected first, from outstanding Contract Advances comprising part due and payable on the date specified therein. Any prepayment of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and a Loan shall be accompanied by payment of all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
(b) Subject to any requirement to apply such Net Cash Proceeds to reduce the Bridge Commitments or the outstanding Bridge Loans pursuant to the Bridge Commitment Letter or the definitive documentation in respect thereof, no later than three Business Days after receipt of the proceeds thereof, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Debt Incurrence after the Effective Date; provided that up to an aggregate amount of $750,000,000 of the Net Cash Proceeds from any such Debt Incurrence may, at the Borrower’s election, be exempted from the requirement to prepay the Loans pursuant to this clause (b); provided further that if, on the date of such prepayment on prepayment, Three-Year Term Loans are outstanding under the principal Three-Year Term Loan Credit Agreement, then the amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, prepayment shall be allocated ratably to the Loans and such waiver shall be binding on the other Lendersoutstanding Three-Year Term Loans.
Appears in 1 contract
Sources: 364 Day Term Loan Credit Agreement (Amphenol Corp /De/)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower The Borrowers may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate prepayment of Base Rate Loans shall be in a principal amount of Advances outstanding $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall exceed specify the Total Commitmentdate and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall forthwith 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Advances Loans and/or Cash Collateralize the L/C Obligations in a principal an aggregate amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Sources: Credit Agreement (Imation Corp)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans (or, in connection with the termination of the Aggregate Commitments pursuant to Section 2.05, such later date as may be agreed to by the Administrative Agent) and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(c) Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c) or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d), in the event a Borrowing Base Deficiency exists after giving effect to any holder Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on which the Borrower provides the Election Notice to the Administrative Agent (the “Election Date”), (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of the Loans, each of which shall be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing Base Deficiency, commencing on the first Monthly Date following the applicable Election Date and continuing on each of the five next succeeding Monthly Dates thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties’ oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the applicable Election Date, submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency on any Election Date cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount on each such Monthly Date at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency on such Election Date and the remaining outstanding principal amount of the Loans on such Election Date), until the aggregate amount of cash so deposited with the Administrative Agent equals the balance of such Borrowing Base Deficiency. In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Competitive Advance may waive Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Competitive Advance, and Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such waiver shall be binding on the other LendersBorrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency).
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's Days prior written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), Lender stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract the outstanding principal amount of any Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and without premium or penalty other than any amounts owing in connection therewith pursuant to Section 4.03(d)Consequential Loss; provided, however, that each in the case of a prepayment of a Prime Advance, the notice of prepayment may be given by telephone by 11:00 a.m. on the date of prepayment. Each partial prepayment shall shall, in the case of LIBOR Advances, be in an aggregate principal amount of not less than $10,000,000 50,000 or an integral multiple of $1,000,000 50,000 in excess thereof and, in the case of Prime Advances, be in an aggregate principal amount of not less than $50,000 or an integral multiple of $10,000 in excess thereof. No prepayment of the Facility B Advance can reduce the outstanding principal of the Facility B Advance to less than $50,000 unless the entire outstanding principal of the Facility B Advance is prepaid. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.14, shall be due and payable on the date specified in such notice.
(cb) If at any time, time the aggregate principal amount of outstanding Facility A Advances exceeds the lesser of (a) the Facility A Commitment and (b) the Borrowing Base, Borrower shall immediately prepay Facility A Advances then outstanding shall exceed in the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal aggregate amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of together with accrued interest to the date of such prepayment on the principal amount prepaid and without premium or penalty other than any amounts owing Consequential Loss. If at any time the aggregate principal of outstanding Facility B Advances exceeds the Facility B Commitment, Borrower shall immediately prepay the Facility B Advance then outstanding in connection therewith the aggregate amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss.
(c) Unless otherwise specified by Borrower, any prepayment of Advances pursuant to this Section 4.03(d); provided2.5 shall be applied first to Prime Advances, howeverif any, that any holder then outstanding, and second to LIBOR Advances with the shortest remaining Interest Periods outstanding.
(d) No prepayments of a Competitive Facility A Advances made solely pursuant to this Section 2.5 shall cause the Facility A Commitment to be reduced.
(e) Any prepayments of the Facility B Advance may waive prepayment made solely pursuant to this Section 2.5 shall cause the Facility B Commitment to be reduced by the amount of such Competitive Advance, and such waiver shall be binding on the other Lendersprepayment.
Appears in 1 contract
Sources: Credit Agreement (Quest Medical Inc)
Prepayments. (a) No The Borrower shall have the right at any right time or from time to time to voluntarily prepay any Contract Advances except Committed Revolving Loans, in whole or in part. Each such prepayment shall be applied ratably to the outstanding Committed Revolving Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any If for any reason an Overadvance exists at any time, the Borrower mayshall immediately repay the outstanding Committed Revolving Loans in an aggregate amount equal to such deficiency.
(c) [Reserved].
(d) Upon the occurrence and during the continuance of a Cash Dominion Period, the Borrower shall prepay the outstanding Committed Revolving Loans with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof.
(e) The Borrower shall immediately prepay the outstanding Committed Revolving Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event; provided that, in respect of any Net Proceeds received by a Loan Party on a account of a Prepayment Event under clause (b) or (e) of the definition thereof, unless a Cash Dominion Period has occurred and is continuing, the Loan Parties shall have the option to invest such Net Proceeds so long as (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's Loan Parties shall have delivered to the Agent prior written notice of its intention to apply such Net Proceeds to the Administrative Agent costs of (x) repairs of assets subject to any such notice being irrevocablecasualty or condemnation event or (y) and property that replaces any property subject to any such casualty or condemnation event, (ii) such Net Proceeds are held in a Controlled Account (other than a Disbursement Account) pending such repair or replacement and (iii) within one hundred eighty (180) days (or such longer period agreed to in writing by the case Agent in its sole discretion) of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date receipt of such prepayment on Net Proceeds, the principal amount prepaid Loan Parties shall have completed such repair or replacement.
(f) If at any time any Consolidated EBITDA Covenant Breach occurs and a Loan Party receives any amounts owing proceeds from any Cure Amount in connection therewith pursuant to Section 4.03(d); provided8.04, however, that each partial prepayment then the Borrower shall be immediately prepay the outstanding Committed Revolving Loans in an aggregate principal amount not less than $10,000,000 or an integral multiple equal to 100% of $1,000,000 in excess thereofsuch proceeds.
(cg) If at Prepayments made pursuant to clauses (b), (d), (e) and (f) above, first, shall be applied ratably to the outstanding Committed Revolving Loan, second, shall be applied ratably to any timeother Obligations that are then due and owing; and third, the aggregate principal amount remaining, if any, after the prepayment in full of Advances all Committed Revolving outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to at such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed time may be retained by the Borrower Sublimit for use in the ordinary course of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments its business.
(h) Prepayments made pursuant to this subsection (c) Section 2.05 shall be effected first, from outstanding Contract Advances comprising part without any Early Termination Fee unless such prepayment is made with a concurrent termination or permanent reduction of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith Aggregate Revolving Commitments pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders2.06.
Appears in 1 contract
Sources: Credit Agreement (Allbirds, Inc.)
Prepayments. (a) No The Borrower shall have any right to may prepay any Contract Advances except Borrowing of Eurodollar Loans or Base Rate Loans without premium or penalty and in accordance with subsections whole or in part (b) and (c)but, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c)if in part, below.
(b) Any Borrower may, then (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an 1,000,000 and integral multiple multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice to the Administrative Agent in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Eurodollar Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.
(cb) If the aggregate amount of outstanding Loans and L/C Obligations shall at any timetime for any reason exceed the Commitments then in effect, the aggregate principal Borrower shall, immediately and without notice or demand, pay the amount of Advances outstanding shall exceed such excess to the Total CommitmentAdministrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the Borrowers shall forthwith prepay Advances in a principal amount equal need to make any such excess. If at any time, prepayment the aggregate principal amount of Advances outstanding to any Borrower shall exceed notify the Borrower Sublimit Administrative Agent of such Borrower, required prepayment. Each such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and prepayment shall be accompanied by a payment of all accrued and unpaid interest to the date of such prepayment on the principal amount Loans prepaid and any amounts owing in connection therewith pursuant shall be subject to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders2.11 hereof.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have may from time to time prepay, without penalty or premium, all outstanding ABR Advances, or, in a minimum aggregate amount of $1,000,000 or any right integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances upon one Business Day’s prior notice to prepay the Administrative Agent. The Borrower may from time to time pay, upon two Business Days’ prior notice to the Administrative Agent, subject to the payment of any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as funding indemnification amounts required by subsection (c), below.
(b) Any Borrower maySection 3.6 but without penalty or premium, (i) in the case all of Eurodollar Rate Advancesa Term SOFR Advance, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and or (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and a minimum aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof (and provided such payment would not reduce the outstanding principal amount of such Term SOFR Advance to less than $5,000,000) any portion of a Term SOFR Advance.
(cb) If at If, on any timedate, Borrowing Base Debt exceeds the Borrowing Base, the Borrower shall, no later than one Business Day after such date (unless, for the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Advances Loans then outstanding shall exceed is less than the Total Commitmentamount of such prepayments because Letter of Credit Obligations constitute a portion thereof, the Borrowers Administrative Agent shall forthwith prepay Advances deposit the balance of such prepayments in a principal amount equal cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to such excessthe Administrative Agent to Cash Collateralize Letter of Credit Obligations. If at The application of any time, the aggregate principal amount prepayment of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments Loans pursuant to this subsection (cSection 2.6(b) shall be effected made, first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowingsto ABR Loans and, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advancessecond, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersTerm SOFR Loans.
Appears in 1 contract
Prepayments. (a) No Borrower may, upon notice to Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; PROVIDED that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. 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 Borrower, Borrower shall have 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any right additional amounts required pursuant to prepay any Contract Advances except SECTION 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower may, (i) in shall immediately prepay Loans and/or Cash Collateralize the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be L/C Obligations in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time; PROVIDED, the aggregate principal amount of Advances outstanding to any HOWEVER, that Borrower shall exceed not be required to Cash Collateralize the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments L/C Obligations pursuant to this subsection (cSECTION 2.05(c) shall be effected first, from outstanding Contract Advances comprising part unless after the prepayment in full of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to Loans the date of such prepayment on Total Outstandings exceed the principal amount prepaid and any amounts owing Aggregate Commitments then in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderseffect.
Appears in 1 contract
Prepayments. (a) No Each Borrower may, upon notice to the Administrative Agent, at any time and from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Offshore Currency Loans, (B) three Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Dollars and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal Dollar Equivalent amount of $5,000,000 or a higher integral multiple of 1,000,000 of the Applicable Currency; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a higher integral multiple of $100,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, and the Applicable Currency. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by any Borrower, such Borrower shall have 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 LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any right additional amount required pursuant to prepay any Contract Advances except Section 3.04. Each such prepayment shall be applied to the Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Pro Rata Shares.
(b) Any Borrower may, If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect (i) for any reason other than a change in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocablecurrency exchange rates), stating the proposed date and aggregate principal amount of Borrowers shall immediately prepay Loans and/or Cash Collateralize the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be L/C Obligations in an aggregate principal amount equal to such excess; provided that the Borrowers shall not less than $10,000,000 or an integral multiple be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of $1,000,000 the Loans the Total Outstandings exceed the Aggregate Commitments then in excess thereofeffect.
(c) If at on any time, Revaluation Date the aggregate principal Administrative Agent shall have determined that the Total Outstandings exceed the Aggregate Commitments by a Dollar Equivalent amount of Advances outstanding more than $1,000,000, due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Borrowers that a prepayment is required under this Section 2.06(c), and the Borrowers agree thereupon to make prepayments of Loans and/or Cash Collateralize the L/C Obligations within one Business Day of such notice such that, after giving effect to such prepayment the Total Outstandings do not exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersAggregate Commitments.
Appears in 1 contract
Sources: Credit Agreement (Donaldson Co Inc)
Prepayments. (a) No The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Agent (which shall have any right to prepay any Contract Advances except in accordance with subsections promptly notify the Lenders), which notice shall specify the prepayment date (bwhich shall be a Business Day) and the amount of the prepayment (c)which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Agent, belowprovided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. No The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans and in addition such prepayments of Eurodollar Loans shall have any right be subject to prepay any Competitive Advance except as required by subsection (c), belowthe terms of Section 5.05.
(b) Any Borrower mayIf, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice after giving effect to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date any termination or reduction of the proposed prepayment Aggregate Maximum Credit Amounts pursuant to the Administrative Agent Section 2.03(a) or (such notice being irrevocableb), stating the proposed date and outstanding aggregate principal amount of the prepaymentLoans exceeds the Aggregate Maximum Credit Amounts, and if the Borrower shall prepay the Loans on the date of such notice is given, such Borrower shall, prepay Contract Advances comprising part of termination or reduction in an aggregate principal amount equal to the same Borrowing, in whole or ratably in partexcess, together with interest on the principal amount paid accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofprepayment.
(c) If at Upon any timeredetermination of the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of Advances outstanding shall exceed the Total CommitmentLoans, then within ninety (90) days (or such shorter period as hereinafter provided) of receipt of written notice of the redetermined Borrowing Base, the Borrowers Borrower shall forthwith prepay Advances the Loans in a an aggregate principal amount equal to such excess. If at any time, together with interest on the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of paid accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); providedprepayment, provided however, that any holder if the Borrowing Base is less than the outstanding principal amount of a Competitive Advance may waive the Loans following the first Borrowing Base determination, such required prepayment shall be made on or before thirty 30 days after such first Borrowing Base determination, as applicable, if the amount of the required payment equals or exceeds an amount equal to 10% of the redetermined Borrowing Base.
(d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of such Competitive AdvanceEurodollar Loans. Prior to the First Borrowing Base Determination Date, all prepayments on the Loans shall reduce the Aggregate Maximum Credit Amounts. Any payments on the Loans made hereunder shall first be applied to reduce the outstanding Loans of the BMO/Soc-Gen Lenders until the outstanding Loans of the BMO/Soc-Gen Lenders have been reduced to zero, and such waiver then to reduce the outstanding Loans of the SCI Lenders.
(e) Except as otherwise provided in Section 2.01(a), any prepayments on the Loans may, subject to the Equity Conversion Agreement, be reborrowed subject to the then effective Aggregate Commitments.
(f) Convertible Amounts (as defined in the Equity Conversion Agreement) can only be prepaid or repaid in cash upon approval of the BMO/Soc-Gen Lenders.
(g) Unless otherwise specified in this Section 2.07, all prepayments under this Section 2.07 shall be binding on allocated among the other LendersLenders by the Agent in accordance with the SCI Assignment.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Alternate Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s applicable Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall have any right make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to prepay any Contract Advances except the Revolving Loans or the Term Loans, as the case may be, of the Lenders in accordance with subsections (b) their Revolving Pro Rata Shares of such Loan. Any voluntary prepayments of the Term Loans shall be made and (capplied as provided in Section 2.05(i), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower mayshall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, (ihowever, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless, after the prepayment in full of the Revolving Loans referred to in the case preceding clause, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment then in effect.
(c) Concurrently with the receipt of Eurodollar Rate Advances, upon at least three Business Day's written notice Net Cash Proceeds from the issuance by the Borrower or any of its Subsidiaries of any Indebtedness pursuant to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocableSection 7.03(g), stating the proposed date and Borrower shall prepay the Loans in an aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date 100% of such Net Cash Proceeds. Each such mandatory prepayment on shall be made and applied as provided in Section 2.06(g).
(d) Concurrently with the principal amount prepaid and receipt of Net Cash Proceeds from the Disposition by the Borrower or any amounts owing in connection therewith of its Subsidiaries pursuant to Section 4.03(d7.05(g), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (or, if appropriate, 100% of the Net Cash Proceeds that remain after deducting any amount reinvested by the Borrower or any of its Subsidiaries during the 120-day period described in Section 7.05(g)); provided, however, the Borrower shall not be required to prepay the Loans for any amounts up to $2,000,000 that each partial are released to WaterSecure Holding, Inc., a Delaware corporation and wholly-owned subsidiary of Borrower, from escrow related to the WaterSecure Disposition. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g).
(e) Concurrently with the receipt of Net Equity Proceeds from any Equity Issuance by the Borrower or any of its Subsidiaries other than (a) any Equity Issuance permitted under clauses (a), (b), (d) and (f) of Section 7.16 and (b) other Equity Issuances from which the aggregate Net Equity Proceeds for all such Equity Issuances do not exceed $15,000,000, the Borrower shall prepay the Loans in an aggregate principal amount not less than $10,000,000 or an integral multiple equal to 100% of $1,000,000 such Net Equity Proceeds. Each such mandatory prepayment shall be made and applied as provided in excess thereofSection 2.06(g).
(cf) If at any time, The Borrower shall make mandatory prepayments of the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances Loans in a principal an amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part 100% of the same Borrowing Net Recovery Proceeds of any Recovery Event or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)Extraordinary Receipt; provided, however, that any holder in the event the Borrower or one of its Subsidiaries receives Net Recovery Proceeds on account of a Competitive Advance Recovery Event, (A) the Borrower or such Subsidiary may waive apply such proceeds to the purchase price of replacement property or other property used by the Borrower or its Subsidiaries in its line of business within 180 days of such Recovery Event to the extent required pursuant to Section 7.05(g). Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g).
(g) Any mandatory prepayment required pursuant to Section 2.06(c), (d), (e) or (f) and any such mandatory prepayment or voluntary prepayment of such Competitive AdvanceTerm Loans made pursuant to Section 2.06(a) shall (i) in addition include any additional amounts required pursuant to Section 3.05, (ii) not be subject to any notice and minimum payment provisions, and such waiver shall (iii) be binding on applied first to any Term Loans outstanding, (A) pro rata, in the other Lenderscase of a voluntary prepayment pursuant to Section 2.06(a), to all of the unpaid scheduled installments and (B) in the inverse order of maturity, in the case of any mandatory prepayment pursuant to Section 2.06(c), (d), (e) or (f), and, second, if no Term Loans are outstanding, then to the Revolving Loans, and, third, if the Revolving Loans have been repaid in full, to Cash Collateralize the L/C Obligations.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at unless a Cash Dominion Event has occurred and is continuing, any time, the aggregate prepayment of Base Rate Loans shall be in a principal amount of Advances outstanding $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall exceed specify the Total Commitmentdate and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. 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 Borrower, the Borrowers shall forthwith prepay Advances make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made in connection with a principal amount equal termination of Aggregate Commitments under Section 2.06 and such prepayment is anticipated to be made with the proceeds received by the Borrowers from the closing of another transaction, then the Borrowers may make such excess. If at any time, prepayment contingent on the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit closing of such Borrower, such Borrower shall forthwith prepay Advances in other transaction. Any prepayment of a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed LIBOR Rate Competitive Advances, and Loan shall be accompanied by payment of all accrued interest to the date of such prepayment on the principal amount prepaid and prepaid, together with any additional amounts owing in connection therewith required pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive 3.05. Each such prepayment of such Competitive Advance, and such waiver shall be binding on applied to the other LendersCommitted Loans of the Lenders in accordance with their respective Applicable Percentages.
Appears in 1 contract
Sources: Credit Agreement (Tilly's, Inc.)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative 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 Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have the right at any right time and from time to time to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same BorrowingLoan, in whole or ratably in part, together with accrued interest part on one Banking Day's notice to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)Agent; provided, however, that each such partial prepayment of a Base Rate Loan shall be in an a minimum aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 200,000 or, if greater in excess thereofamounts which are integral multiples of $50,000. Except as required by paragraph (b) or (c) below or on the last day of an Interest Period with respect thereto, the Borrower shall not be permitted to prepay LIBOR Loans.
(b) In the event that the Aggregate Outstandings exceed the lesser of the then applicable Borrowing Base, or the Total Commitments at any time prior to the Revolving Credit Termination Date, the Borrower shall promptly pay or prepay so much of the Revolving Credit Loans outstanding as shall be necessary in order that the Aggregate Outstandings will not exceed the lesser of the Borrowing Base or the Total Commitments then in effect. All prepayments under this subparagraph shall be subject to Section 4.1.
(c) If at any timeUnless otherwise agreed by the Banks in writing, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed be required to pay or prepay Revolving Credit Loans outstanding with (i) 80% of the proceeds of the issuance by the Borrower Sublimit or any Guarantor of such Borroweradditional equity, such other than proceeds received upon the exercise of stock options or the issuance of additional equity by any Guarantor to the Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection or any other Guarantor; (cii) shall be effected first, from outstanding Contract Advances comprising part 100% of the same Borrowing net proceeds of the sale by the Borrower or Borrowingsany Guarantor of any Real Estate Assets; (iii) 100% of the net proceeds resulting from the repayment of mortgages constituting Real Estate Assets; (iv) 100% of the net proceeds of a financing of any Eligible Property; (v) such proceeds as may be paid as a result of a casualty or condemnation, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advancesif required under Sections 7.11 or 7.12 of this Agreement, and shall be accompanied by payment or (vi) 100% of accrued interest to the date net proceeds of such prepayment on a sale of any Operating Company permitted in accordance with the principal amount prepaid and any amounts owing in connection therewith pursuant to terms of Section 4.03(d)8.4 hereof; provided, however, that the Borrower shall have no obligation under clause (i) above until the aggregate net proceeds of any holder and all additional equity issuances during the term of this Agreement shall equal or exceed $2,000,000.00. All prepayments under this paragraph shall be subject to Section 4. 1. To the extent any prepayment pursuant to this Section 3.2(c) would result in the Borrower being obligated to pay amounts to the Banks pursuant to Section 4.1, then provided that no Default or Event of Default has occurred and is continuing, at the Borrower's election the proceeds from any of the foregoing events shall be deposited in an interest-bearing account owned by the Bank to be applied to reduce the outstanding Revolving Credit Loans upon expiration of the relevant Interest Periods. The interest earned on such amounts shall be for the Borrower's account and, in the absence of a Competitive Advance may waive prepayment Default or Event of such Competitive AdvanceDefault, shall be credited by the Agent to the Borrower's account.
(d) All payments required by paragraphs (b) or (c) above shall be made to the Agent for the benefit of the Banks in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Base Rate Loans up to the full amount thereof, and such waiver second, to outstanding LIBOR Loans up to the full amount thereof.
(e) All prepayments made pursuant to this Section 3.2 shall be binding accompanied by the payment of all accrued interest on the other Lendersamount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in connection therewith.
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Prepayments. Subject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (a1) No Borrower shall have any right Business Day's notice to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) Agent in the case of Eurodollar Chase Manhattan Bank Rate AdvancesLoans, upon and at least three (3) Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Libor Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same BorrowingLoans, in whole or ratably in part, together part with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); providedprepaid, however, PROVIDED that (a) each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple the case of $1,000,000 in excess thereof.
(c) If at any timea Libor Rate Loan, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal of not less than One Million Dollars ($1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000); and (b) Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Rate Period applicable for such Loan shall require such Borrower to such excesspay the Libor Rate Prepayment Premiums. If at any time, In the aggregate principal amount of Advances outstanding event that the Borrowers shall cause the Revolving Credit Facility to be cancelled and FiberMark or any Borrower shall exceed the Borrower Sublimit of such Borrowerobtain an alternative commitment from another lender for financing, such Borrower all Borrowers shall forthwith prepay Advances all Revolving Credit Loans in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of whole with accrued interest to the date of such prepayment on cancellation and in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in the Indenture), the Borrowers shall pay to the Agent, for the ratable account of each Lender, a fee ("Prepayment Fee") in the amount of 1% of the Revolving Credit Facility. To the extent the outstanding principal amount prepaid and any amounts owing of all the Revolving Credit Loans taken together exceeds the Borrowing Base, the Borrower shall prepay such Revolving Credit Loans in connection therewith pursuant an amount equal to Section 4.03(d); provided, however, that any holder the excess of a Competitive Advance may waive prepayment the aggregate outstanding principal amount of such Competitive Advance, and such waiver shall be binding on Revolving Credit Loans over the other Lendersthen effective Borrowing Base.
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Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, upon delivery of a Notice of Loan Prepayment to the Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Agent not later than 11:00 a.m. on the (A) three Business Days prior to any date of the proposed prepayment of EurodollarTerm SOFR Rate Committed Loans and (B) one Business Day prior to the Administrative Agent any date of prepayment of LIBOR Daily SOFR Rate Loans or Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of EurodollarTerm SOFR Rate Committed Loans or LIBOR Daily SOFR Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
; and (ciii) If at any time, the aggregate prepayment of Base Rate Loans shall be in a principal amount of Advances outstanding $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if EurodollarTerm SOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. 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 the applicable Borrower gives a prepayment notice, then such Borrower shall make such prepayment
(b) If for any reason the Total Outstandings at any time exceed the Total CommitmentAggregate Commitments, the Borrowers shall forthwith immediately prepay Advances Loans and/or Cash Collateralize the L/C Obligations in a principal an aggregate amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of a Competitive Advance the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(c) No Bid Loan may waive prepayment be prepaid without the prior consent of such Competitive Advance, and such waiver shall be binding on the other Lendersapplicable Bid Loan Lender.
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Prepayments. (a) No The Borrower may, upon at least four (4) Business Days notice to the Agent and the Lenders received by 10:00 A.M. New York time, and subject always to the requirements of Section 8.04(b), prepay, pro rata, the outstanding amount of each A Advance, in whole or in part, together, in each case, with accrued interest to the date of such prepayment on the amount prepaid, provided that no such partial prepayment shall have any right to prepay any Contract Advances except be in accordance with subsections a principal amount of less than Twenty Million Dollars (b$20,000,000) and integral multiples of One Million Dollars (c)$1,000,000) if in excess thereof. The outstanding principal balance of A Advances owing each Lender as of December 5, below. No Borrower 1995 shall have any right to prepay any Competitive Advance except as required by subsection (c)be prepaid in full not later than the first Interest Payment Date of such A Advances falling after December 5, below1995.
(b) Any The Borrower may not, except as permitted under subsection (d) of this Section 2.06, prepay any B Advance, except that the Borrower shall prepay such amounts when required pursuant to the provisions of this Agreement.
(c) If it shall become unlawful for any Lender to continue to fund or maintain any Advance or to perform its obligations hereunder, such Lender shall notify the Borrower and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; provided that such Lender shall not be obligated to change its lending office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its lending office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Advance lawful, then such Lender shall notify the Agent and the Borrower, and shall make an Advance, and the Borrower shall borrow such A Advance, at the Base Rate in an amount equal to the amount of the Advance currently outstanding and made by such Lender to the Borrower if in the sole reasonable judgment of such Lender such A Advance can lawfully be extended at the Base Rate. Simultaneously with making such A Advance at the Base Rate, the Advance then outstanding made available by such Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a Base Rate Advance to the Borrower pursuant to subsection (c) of this Section 2.06, the Borrower may prepay such Advance, without penalty, at any time upon five (5) Business Days notice. If despite such Lender's compliance with the preceding provisions of this Section 2.06(c), or if the Borrower shall refuse to borrow an A Advance at the Base Rate as herein provided, and if it shall become unlawful for any Lender to fund or maintain any Advance or perform its obligations hereunder, upon demand by such Lender, the Borrower shall prepay in full the outstanding Advance made by such Lender, with accrued interest thereon and all other amounts payable by the Borrower hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance to the Borrower shall terminate.
(d) If at any time the Borrower shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.09) (in each case, as evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three four (4) Business Day's written Days notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate AdvancesLenders, upon notice not later than 11:00 a.m. on prepay at any time, pro rata, the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate outstanding principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowingeach Advance, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any all other amounts owing in connection therewith pursuant then payable to Section 4.03(d)the Lenders by the Borrower; provided, however, that each partial prepayment shall be in an aggregate principal amount not less if such Taxes relate to payments to fewer than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
all the Lenders (c) If at any timethe "Affected Lenders"), the aggregate Borrower may, upon at least four Business Days notice to the Agent and the Affected Lenders, prepay, in whole or in part, pro rata (except as set forth in the following provision), the outstanding principal amount of Advances outstanding shall exceed made by the Total CommitmentAffected Lenders, with accrued interest thereon and all other amounts payable to the Affected Lenders by the Borrower (without prepaying any portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the rate of Taxes with respect to any Affected Lender is higher than with respect to another Affected Lender, the Borrowers shall forthwith Borrower may prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part portion of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall be accompanied by payment of accrued interest give prompt written notice to the date Lenders of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(dprepayments made under this paragraph (d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c)The Company or, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) solely in the case of Eurodollar Hasbro SA Loans, Hasbro SA shall repay Base Rate Advances, upon at least three Business Day's written notice Loans or Eurocurrency Rate Loans made to the Administrative Agent (such notice being irrevocable) and (ii) Company or, solely in the case of Hasbro SA Loans, Hasbro SA hereunder on the last day of the Interest Period relating thereto. As provided in section 2.5.2, the Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall repay Competitive Bid Loans made to the Company or, solely in the case of Hasbro SA Loans, Hasbro SA hereunder on the last day of the Interest Period relating thereto. The Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall also have the right at any time to prepay Syndicated Loans consisting of Base Rate AdvancesLoans, upon as a whole or in part, without premium or penalty; provided that the Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall provide written, telegraphic or telephonic notice to the Agent not later than 11:00 a.m. (Boston time) on the proposed date of prepayment stating the proposed aggregate principal amount of such prepayment. Each partial prepayment of any Syndicated Loan pursuant to this section 2.8 shall be in a minimum aggregate principal amount of $5,000,000 or some greater integral multiple of $1,000,000 (or the Dollar Equivalent thereof in an Optional Currency), or, if less, the aggregate outstanding principal amount of the Syndicated Loans. Subject to the Administrative conditions of section 2.1 hereof, amounts so prepaid may be reborrowed. In addition, the Company or, solely in the case of Hasbro SA Loans, Hasbro SA may, upon three (3) Business Days' written, telegraphic or telephonic notice to the Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed such prepayments, prepay all, but not less than all, of the Total CommitmentSyndicated Loans constituting Eurocurrency Rate Loans subject to a particular Interest Period on a date other than the last day of the Interest Period relating thereto; provided, that upon any such prepayment, and except as set forth in section 4.1(f) hereof, the Borrowers Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall forthwith prepay Advances pay to the Agent, for the respective accounts of the Banks on a pro rata basis, a sum which shall be determined by the Agent (to the extent that the Agent is able to make such determination), which determination shall be conclusive in a the absence of manifest error, in the following manner after each such payment:
(a) First, the Agent shall determine the amount (if any) (the "Installment Amount") by which (i) the total amount of interest which would have otherwise accrued hereunder on each installment of principal so prepaid during the period beginning on the date of such payment and ending on the last day of the Interest Period relating thereto (the "Reemployment Period") exceeds (ii) the total amount of interest which would accrue, during the Reemployment Period, at the annual rate of interest determined by the Agent (the "Reemployment Rate") as being the prevailing rate per annum bid at or about the time of such payment for the purchase of deposits of Dollars or the relevant Optional Currency, as applicable, from prime banks in the Eurocurrency Interbank Market selected by the Agent in its sole discretion (such Reemployment Rate to be the rate payable on an amount equal (as nearly as may be) to such excess. If at any timethe Eurocurrency Rate Loans so prepaid and to have a maturity (as nearly as may be) equal to the Reemployment Period);
(b) Second, each Installment Amount shall be treated as payable on the last day of the Interest Period relating to the Eurocurrency Rate Loans prepaid; and
(c) Third, the aggregate principal amount to be paid shall be the present value of Advances outstanding the Installment Amount determined by discounting the amount thereof from the date on which the Installment Amount is to any Borrower shall exceed be treated as payable, at the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excesssame annual interest rate as the Reemployment Rate designated as aforesaid by the Agent. All prepayments Each prepayment made pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and section 2.8 shall be accompanied by the payment of accrued interest on the principal prepaid to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersprepayment.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right Subject to prepay any Contract Advances except in accordance with subsections (b) Section 2.10 and (c)the Fee Letter, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower the Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Agent not later than 11:00 a.m. on the three Business Days prior to any date of the proposed prepayment to the Administrative Agent of Term Loans; and (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Term Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $1,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. 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 Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(b) If, as a result of an inspection allowed by Section 6.01(b), the Outstanding Amount exceeds forty-five percent (45%) of the Appraised Value of Intellectual Property, the Borrowers shall immediately prepay the Term Loan in an amount equal to such excess.
(c) If at any time, Subject to the aggregate principal amount terms of Advances outstanding shall exceed the Total CommitmentABL/Term Loan Intercreditor Agreement, the Borrowers shall forthwith prepay Advances the Term Loan in a principal an amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in Net Proceeds received by a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment Loan Party on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder account of a Competitive Advance may waive prepayment of Prepayment Event immediately upon receipt thereof by such Competitive Advance, and such waiver shall be binding on the other LendersLoan Party.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of a whole multiple of $1,000,000; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative 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 Borrower, the Borrower shall have 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any right additional amounts required pursuant to prepay any Contract Advances except Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, shall immediately prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be Loans in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have any no right to prepay the principal amount of any Contract Advances except Revolving Credit Loan or any Swing Loan other than as provided in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowthis Section 2.7.
(b) Any The Borrower may, (i) in may at any time prepay the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate outstanding principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, Swing Loans in whole or ratably in part.
(i) The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral.
(ii) The Borrower may, upon at least one Business Day's prior notice to the Agent stating the proposed date of the prepayment, prepay the outstanding principal amount of the Loans in whole (together with accrued interest to the date of such prepayment on prepayment) or ratably in part. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and any amounts owing payable on the date specified for each such prepayment.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in connection therewith the Concentration Account, the Investment Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base.
(iv) Any prepayment made pursuant to this Section 4.03(d2.7(c) shall be applied first to the Swing Loans outstanding and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the application of such immediately available funds will cause the Borrower to incur an obligation under Section 10.4 and (D) there is no Default or Event of Default then continuing, then such prepayment shall be deposited into the Investment Account and shall be retained therein until one of the conditions set forth in clauses (A) through (D) are no longer met, in which case such funds shall be applied as provided in this Section 2.7(c); provided, however, that each partial prepayment at any time the only condition not met is the condition specified in clause (B), then such funds shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofapplied to fund the L/C Cash Collateral Account.
(cd) If at any time, All immediately available funds in the aggregate Concentration Account shall be applied on the date on which they are immediately available first to the outstanding principal amount of Advances the Swing Loans, next to the outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; provided that, if a Default or an Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall exceed direct the disposition of such remaining funds. After the occurrence of a Cash Release Condition and until the occurrence of a Cash Release Condition Unwind, the Borrower Sublimit may direct the disposition of such Borrower, such any funds in the Concentration Account and the Investment Account.
(e) All proceeds of Collateral received by the Secured Parties after the giving of notice to the Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection clause (ci) or (ii) of the first sentence of Section 8.2 shall be effected first, from outstanding Contract Advances comprising part of applied first to fund the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive AdvancesL/C Cash Collateral Account, and shall be accompanied by payment of accrued interest to if the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith L/C Cash Collateral Account has been fully funded pursuant to Section 4.03(d); provided8.3, however, that to repay any holder of a Competitive Advance may waive prepayment of such Competitive AdvanceSwing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such waiver shall be binding on Loans or accrued interest are outstanding, then to repay the Secured Parties, ratably, in respect of all other LendersObligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (WHX Corp)
Prepayments. (a) No Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall have be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any right prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to prepay be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative 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 Borrowers, 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any Contract Advances except additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any Borrower may, If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) effect and (ii2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment an aggregate amount equal to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)excess; provided, however, that each partial the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall be immediately prepay Acquisition Loans in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If ; and (iii) the Total Revolver Outstandings at any time, the aggregate principal amount of Advances outstanding to any Borrower shall time exceed the Borrower Sublimit of such Borrower, such Borrower Total Revolver Commitments then in effect the Borrowers shall forthwith immediately prepay Advances Revolver Loans in a principal an aggregate amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No Borrower shall have the right at any right time and from time to time to prepay any Contract Advances except Loan, in accordance with subsections (b) and (c)whole or in part, below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not Lender no later than 11:00 a.m. on (Central Time) not less than three (3) Business Days prior to any such prepayment; PROVIDED, that the date amount of the proposed any such prepayment to the Administrative Agent (shall not be less than $100,000. Each such notice being irrevocable), stating shall be irrevocable and shall specify the proposed date of such prepayment and aggregate the principal amount of the prepayment, and if to be prepaid. If such notice is given, the aggregate amount specified in such Borrower shall, prepay Contract Advances comprising part of notice shall be due and payable on the same Borrowing, date designated in whole or ratably in partsuch notice, together with accrued interest to such date on the amount so prepaid in accordance with SECTION 2.07 and any prepayment fee pursuant to SECTIONS 2.14(E) AND 2.14(F). If no such notice is given, each prepayment shall be applied against the remaining installments of principal due in respect of the Loans.
(b) If Borrower issues any membership interests, any other equity interests, or any debt securities, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such prepayment on the principal amount prepaid proceeds, net of underwriting discounts and any amounts owing commissions and other reasonable costs paid to non-Affiliates in connection therewith pursuant to Section 4.03(d)therewith; provided, howeverPROVIDED, that each partial no such prepayment shall be required in an aggregate principal amount the event Borrower issues membership interests or other equity interests and the proceeds of such issuance are invested in assets that constitute either plant or equipment of Borrower and such assets become Collateral subject to Lender's first priority security interest. Any such prepayment shall be applied in accordance with paragraph (c) below. The Lender acknowledges that the Borrower intends to commence a registered public offering of 10,000 units of its membership interests within 150 days of the date of this Agreement (the "Public Offering") and that the proceeds of such offering will be primarily used to redeem the membership interests (units) purchased by ICM, Inc. and ▇▇▇▇▇, Inc. pursuant to that certain Unit Purchase and Redemption Agreement dated September 27, 2004. Notwithstanding any provision in this Section 2.12(b) to the contrary, the proceeds from the Public Offering shall not less than $10,000,000 or an integral multiple be subject to the terms of $1,000,000 in excess thereofthis Section 2.12(b).
(c) If at any time, the aggregate principal amount Any prepayments made by Borrower shall be applied as follows: FIRST to fees and reimbursable expenses of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding Lender then due and payable pursuant to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from Loan Documents; SECOND to interest then due and payable on Loans made to Borrower; and THIRD to the principal balance of the Loans (ratably to Loan A and Loan B in accordance with their relative outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment balances as of accrued interest to the date of such prepayment on the principal payment), in inverse order of maturity, until the same shall have been paid in full. The Commitment shall be permanently reduced by the amount prepaid and of any amounts owing in connection therewith prepayments made pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersclause third above.
Appears in 1 contract
Prepayments. (a) No The Borrowers may, upon notice from the Lead Borrower to the Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall have be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) unless a Cash Dominion Event has occurred and is continuing, any right prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to prepay be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Committed Loans. 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 LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any Contract Advances except additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with subsections (btheir respective Applicable Percentages. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.04(a) and (c)if such prepayment would have resulted from a refinancing of the Obligations, below. No Borrower which refinancing shall have any right to prepay any Competitive Advance except as required by subsection (c), belownot be consummated or shall otherwise be delayed.
(b) Any Borrower mayIf for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, (i) the Borrowers shall immediately prepay Committed Loans and/or Cash Collateralize the L/C Obligations in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice an aggregate amount equal to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)excess; provided, however, that each partial the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(c) unless after the prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple full of $1,000,000 the Loans the Total Outstandings exceed the Loan Cap as then in excess thereofeffect.
(c) If at any timeAfter the occurrence and during the continuance of a Cash Dominion Event, the aggregate principal amount Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of Advances outstanding shall exceed the Total Commitment, the Section 6.13 hereof.
(d) The Borrowers shall forthwith prepay Advances the Loans and Cash Collateralize the L/C Obligations in a principal an amount equal to such excess. If at any timethe Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, the aggregate principal amount irrespective of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in whether a principal amount equal to such excess. All prepayments Cash Dominion Event then exists and is continuing.
(e) Prepayments made pursuant to this subsection Section 2.04(b), (c) and (d) above, first, shall be effected firstapplied ratably to the outstanding Committed Loans, from second, shall be used to Cash Collateralize the remaining L/C Obligations if an Event of Default has occurred and is continuing; and, third, the amount remaining, if any, after the prepayment in full of all Committed Loans outstanding Contract Advances comprising part at such time and the Cash Collateralization of the same Borrowing or Borrowingsremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and the funds held as Cash Collateral shall be accompanied applied (without any further action by payment of accrued interest or notice to or from the date of such prepayment on Borrowers or any other Loan Party) to reimburse the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); providedL/C Issuer or the Lenders, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersas applicable.
Appears in 1 contract
Sources: Credit Agreement (Cache Inc)
Prepayments. (ai) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advancesfrom time to time, upon at least three Business Day's written by giving notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not no later than 11:00 a.m. on three Business Days before the date of the proposed prepayment, prepay, without premium or penalty and in whole or part, the principal amount of any Borrowing so long as:
(A) the notice by the Borrower specifies the amount and Borrowing to be prepaid,
(B) each voluntary partial prepayment must be in a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid to the date of such prepayment, and
(C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments.
(ii) The Borrower shall promptly notify the Administrative Agent (upon the receipt of any Net Cash Proceeds of any Asset Disposition or Recovery Event and, at any time that such notice being irrevocableNet Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any Funding Losses, and/or deposit funds in the Cash Collateral Account in respect of LC Outstandings pursuant to Section 12.1(d), stating as applicable, in an aggregate amount equal to 100% (without duplication) of such Net Cash Proceeds.
(iii) If at any time, the proposed date and sum of the aggregate principal amount of Borrowings outstanding plus LC Outstandings shall exceed the prepaymenttotal Commitments, and if such notice is giventhe Borrower shall forthwith prepay Borrowings, such Borrower shalland, prepay Contract Advances comprising part to the extent provided for by this Section 3.2(c)(iii), deposit funds in the Cash Collateral Account in respect of the same BorrowingLC Outstandings pursuant to Section 12.1(d), in whole or ratably in parta principal amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any amounts Funding Losses owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereoftherewith.
(civ) If at any time, Prepayments of the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments Borrowings pursuant to this subsection (cSection 3.2(c) shall be effected applied, first, from outstanding Contract Advances comprising part to prepay Base Rate Borrowings, second, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to as the date of such prepayment requirement prepayment, and, third to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at the Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the principal amount prepaid and any amounts owing in connection therewith pursuant last day of the Interest Period of each such LIBOR Rate Borrowing to Section 4.03(dprepay such LIBOR Rate Borrowings); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have may at any right time and from time to time prepay any Contract Advances except Loans, in accordance with subsections (b) and (c)whole or in part, below. No Borrower shall have any right without premium or penalty, upon notice delivered to prepay any Competitive Advance except as required by subsection (c)the Administrative Agent no later than 1:00 p.m., below.
(b) Any Borrower mayNew York City time, (i) not less than three Business Days prior thereto, in the case of Eurodollar Rate AdvancesEurocurrency Loans, upon at least three Business Day's written notice to and no later than 1:00 p.m., New York City time, on the Administrative Agent (date of such notice being irrevocable) and (ii) notice, in the case of Base Rate AdvancesABR Loans, upon which notice not later than 11:00 a.m. on shall specify the date and amount of prepayment and the Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the proposed prepayment Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Upon receipt of any such notice the Administrative Agent (such notice being irrevocable), stating shall promptly notify each relevant Lender thereof. Partial prepayments of Loans under the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment Revolving Facility shall be in an aggregate principal amount not less than $10,000,000 or that is an integral multiple of $1,000,000 and not less than $5,000,000 (or if less, the remaining outstanding principal amount thereof).
(b) If at any time for any reason the sum of the Outstanding Revolving Credit exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans in excess thereofan aggregate principal amount at least equal to the amount of such excess.
(c) If at Not later than five Business Days following the receipt of any timeNet Available Cash of any Asset Disposition, Sale/Leaseback Transaction pursuant to Section 6.08(b) or Casualty Event by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay any outstanding Revolving Loans (without any corresponding permanent reduction in the Revolving Commitments) in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to 100% of such excessNet Available Cash less the aggregate amount of such Net Available Cash that is, or is required to be, applied to the prepayment, redemption, repurchase or defeasance of any Senior Indebtedness of the Borrower or any of its Restricted Subsidiaries (including any Incremental Term Loans); provided that:
(i) the Borrower and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 2.08(c) except to the extent that the aggregate Net Available Cash received by the Borrower and its Restricted Subsidiaries which is not otherwise applied in accordance with this Section 2.08(c) exceeds $50,000,000, and
(ii) such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate of a Financial Officer to the Administrative Agent on or prior to such date stating that such Net Available Cash is expected to be reinvested in the business of the Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Available Cash; provided that if all or any portion of such Net Available Cash is not so reinvested within such 12-month period, such period may be extended for an additional 180 days if such Net Available Cash has been committed to be reinvested within such 12-month period and is so reinvested within such additional 180-day period; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such additional 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.08(c) or to the prepayment, redemption, repurchase or defeasance of any Senior Indebtedness of the Borrower or any of its Restricted Subsidiaries (including any Incremental Term Loans). If at any timeNotwithstanding the foregoing, the aggregate principal amount of Advances outstanding Borrower and its Restricted Subsidiaries shall not be required to apply any Borrower shall exceed Net Available Cash in accordance with this Section 2.08(c) if the Borrower Sublimit of such Borrowerwould be in compliance, such Borrower shall forthwith prepay Advances in on a principal amount equal pro forma basis after giving effect to such excess. All prepayments pursuant to this subsection (c) shall be effected firstAsset Disposition, from outstanding Contract Advances comprising part with the covenant set forth in Section 6.10, with such covenant being recomputed as of the same Borrowing last day of the Test Period most recently ended on or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest prior to the date of such prepayment Asset Disposition as if such Asset Disposition had occurred on the principal amount prepaid and any amounts owing first day of such Test Period, except to the extent that such Net Available Cash is received in connection therewith pursuant to Section 4.03(d); providedwith an Asset Disposition that constitutes (in one transaction or in a series of transactions) all or substantially all of the property or assets of the Borrower and its Restricted Subsidiaries, however, that any holder of taken as a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderswhole.
Appears in 1 contract
Prepayments. (a) No The Borrower may prepay Base Rate Loans upon not less than one (1) Business Day's prior notice to the Agent (which shall have any right to prepay any Contract Advances except in accordance with subsections promptly notify the Lenders), which notice shall specify the prepayment date (bwhich shall be a Business Day) and the amount of the prepayment (c)which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the relevant Note) and shall be irrevocable and effective only upon receipt by the Agent, belowprovided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. No The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans (but with three (3) days advance notice) and in addition such prepayments of Eurodollar Loans shall have any right be subject to prepay any Competitive Advance except as required by subsection (c), belowthe terms of Section 5.05 and shall be in an amount equal to all of the Eurodollar Loans for the Interest Period prepaid.
(b) Any Borrower mayIf, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice after giving effect to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date any termination or reduction of the proposed prepayment Aggregate Maximum Credit Amounts pursuant to the Administrative Agent (such notice being irrevocableSection 2.03(c), stating the proposed date and outstanding aggregate principal amount of the prepaymentLoans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, and if the Borrower shall (i) prepay the Loans on the date of such notice is given, such Borrower shall, prepay Contract Advances comprising part of termination or reduction in an aggregate principal amount equal to the same Borrowing, in whole or ratably in partexcess, together with interest on the principal amount paid accrued interest to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the principal Lenders an amount prepaid and any amounts owing equal to the excess to be held as cash collateral as provided in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof2.10(b) hereof.
(c) If at Upon any timeadjustment or redetermination of the amount of the Borrowing Base (but not Scheduled Borrowing Base Reductions) in accordance with Sections 2.07(d), 2.08, 8.08(c) or 9.14 or otherwise, if the adjusted or redetermined Borrowing Base is less than the sum of the aggregate outstanding principal amount of Advances outstanding the Loans and the LC Exposure (a "Borrowing Base Deficiency"), then the Borrower shall exceed within 45 days of receipt of written notice thereof cure such Borrowing Base Deficiency by either prepaying the Total Commitment, the Borrowers shall forthwith prepay Advances Loans in a an aggregate principal amount equal to such excess. If at any time, together with interest on the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of paid accrued interest to the date of such prepayment on or provide additional Collateral to secure the principal Indebtedness to the reasonable satisfaction of the Lenders.
(d) Following a casualty loss to all or any part of the Oil and Gas Properties constituting the Borrowing Base, all insurance proceeds payable to the Borrower and not used by the Borrower to repair or replace such Properties shall be used by the Borrower to prepay the Loans. The Borrowing Base shall be reduced by an amount prepaid and any amounts owing in connection therewith pursuant reasonably determined at the time by the Agent to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment reflect the contribution to the Borrowing Base of such Competitive Advance, Oil and such waiver Gas Properties not repaired or replaced.
(e) Prepayments permitted or required under this Section 2.07 shall be binding on the other Lenders.without premium or penalty, except as required under Section 5.05
Appears in 1 contract
Prepayments. (ai) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advancesfrom time to time, upon at least three Business Day's written by giving notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not no later than 11:00 a.m. on three Business Days before the date of the proposed prepayment, prepay, without premium or penalty and in whole or part, the principal amount of any Borrowing so long as:
(A) the notice by the Borrower specifies the amount and Borrowing to be prepaid,
(B) each voluntary partial prepayment must be in a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid to the date of such prepayment, and
(C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments.
(ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Debt Event and, at any time that any such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any Funding Losses, as applicable, in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Event.
(such notice being irrevocable)iii) If at any time, stating the proposed date and sum of the aggregate principal amount of Borrowings outstanding shall exceed the prepaymenttotal Commitments, and if such notice is given, such the Borrower shall, shall forthwith prepay Contract Advances comprising part of the same BorrowingBorrowings, in whole or ratably in parta principal amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any amounts Funding Losses owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereoftherewith.
(civ) If at any time, Prepayments of the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments Borrowings pursuant to this subsection (c) Section 3.2 shall be effected applied, first, from outstanding Contract Advances comprising part to prepay Base Rate Borrowings, second, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to as the date of such prepayment requirement prepayment, and, third to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at the Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the principal amount prepaid and any amounts owing in connection therewith pursuant last day of the Interest Period of each such LIBOR Rate Borrowing to Section 4.03(dprepay such LIBOR Rate Borrowings); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon at least four (4) Business Days notice to the Agent and the Lenders received by 10:00 A.M. New York time, and subject always to the requirements of Section 8.04(b), prepay, pro rata, the outstanding amount of each A Advance including outstanding amounts under Term Notes, in whole or in part, together, in each case, with accrued interest to the date of such prepayment on the amount prepaid, provided that no such partial prepayment shall have any right to prepay any Contract Advances except be in accordance with subsections a principal amount of less than Twenty Million Dollars (b$20,000,000) and integral multiples of One Million Dollars (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below$1,000,000) if in excess thereof.
(b) Any The Borrower may not, except as permitted under subsection (d) of this Section 2.06, prepay any B Advance, except that the Borrower shall prepay such amounts when required pursuant to the provisions of this Agreement.
(c) If it shall become unlawful for any Lender to continue to fund or maintain any Advance or to perform its obligations hereunder, such Lender shall notify the Borrower and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; provided that such Lender shall not be obligated to change its lending office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its lending office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Advance lawful, then such Lender shall notify the Agent and the Borrower, and shall make an Advance, and the Borrower shall borrow such A Advance, at the Base Rate in an amount equal to the amount of the Advance currently outstanding and made by such Lender to the Borrower if in the sole reasonable judgment of such Lender such A Advance can lawfully be extended at the Base Rate. Simultaneously with making such A Advance at the Base Rate, the Advance then outstanding made available by such Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a Base Rate Advance to the Borrower pursuant to subsection (c) of this Section 2.06, the Borrower may prepay such Advance, without penalty, at any time upon five (5) Business Days notice. If despite such Lender's compliance with the preceding provisions of this Section 2.06(c), or if the Borrower shall refuse to borrow an A Advance at the Base Rate as herein provided, and if it shall become unlawful for any Lender to fund or maintain any Advance or perform its obligations hereunder, upon demand by such Lender, the Borrower shall prepay in full the outstanding Advance made by such Lender, with accrued interest thereon and all other amounts payable by the Borrower hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance to the Borrower shall terminate.
(d) If at any time the Borrower shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.09) (in each case, as evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three four (4) Business Day's written Days notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate AdvancesLenders, upon notice not later than 11:00 a.m. on prepay at any time, pro rata, the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate outstanding principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowingeach Advance, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any all other amounts owing in connection therewith pursuant then payable to Section 4.03(d)the Lenders by the Borrower; provided, however, that each partial prepayment shall be in an aggregate principal amount not less if such Taxes relate to payments to fewer than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
all the Lenders (c) If at any timethe "Affected Lenders"), the aggregate Borrower may, upon at least four Business Days notice to the Agent and the Affected Lenders, prepay, in whole or in part, pro rata (except as set forth in the following provision), the outstanding principal amount of Advances outstanding shall exceed made by the Total CommitmentAffected Lenders, with accrued interest thereon and all other amounts payable to the Affected Lenders by the Borrower (without prepaying any portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the rate of Taxes with respect to any Affected Lender is higher than with respect to another Affected Lender, the Borrowers shall forthwith Borrower may prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part portion of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall be accompanied by payment of accrued interest give prompt written notice to the date Lenders of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(dprepayments made under this paragraph (d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. Subject to Sections 3.03 through 3.18 hereof:
(a) No The Borrower may prepay the Tranche B Base Rate Loans upon one (1) Business Day's prior notice to the Agent (which shall have any right to prepay any Contract Advances except in accordance with subsections promptly notify the Lenders), which notice shall specify the prepayment date (bwhich shall be a Business Day) and the amount of the prepayment (cwhich shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the Tranche B Notes) and may be revocable or irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay all or any portion of Tranche B Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Agent (which shall promptly notify the Lenders), belowwhich notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the Tranche B Notes) and may be revocable or irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. No Borrower In addition, prepayments of Tranche B Eurodollar Loans shall have any right be subject to prepay any Competitive Advance except as required by subsection (c), below.the terms of Section 5.05;
(b) Any Borrower mayIf, (i) in at any time, the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and outstanding aggregate principal amount of the prepaymentTranche B Loans plus the Tranche B LC Exposure exceeds either the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts, and if the Borrower shall (i) prepay the Tranche B Loans on the date of such notice is given, such Borrower shall, prepay Contract Advances comprising part of termination or reduction in an aggregate principal amount equal to the same Borrowing, in whole or ratably in partexcess, together with interest accrued interest on the principal amount pre-paid to the date of such prepayment and (ii) if any excess remains after prepaying all of the Tranche B Loans, pay to the Agent on behalf of the principal Lenders an amount prepaid and any amounts owing equal to the excess to be held as cash collateral in connection therewith pursuant to the Collateral Account as provided in Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.2.10(b) hereof;
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any The Borrower shall exceed instruct Halliburton to pay all Initial Participation Payments to the Collateral Account. The Agent shall hold each such payment at the direction of the Borrower, except to the extent that the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts are or would be less than the outstanding Tranche B Indebtedness at the time of the receipt by the Agent of an Initial Participation Payment, in which case the Borrower Sublimit hereby authorizes and instructs the Agent to immediately apply all or a portion of such BorrowerInitial Participation Payment to the repayment of Tranche B Indebtedness or to deposit same as cash collateral in the Collateral Account, as the case may be, as required by Section 2.07(b) so that the outstanding Tranche B Indebtedness does not exceed either the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts at the time of such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to Initial Participation Payment; and
(d) Prepayments permitted or required under this subsection (c) Section 2.07 shall be effected firstwithout notice, from outstanding Contract Advances comprising part premium or penalty, except as required under Section 5.05 for prepayment of Tranche B Eurodollar Loans. Any prepayments on the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall Tranche B Loans may be accompanied by payment of accrued interest reborrowed subject to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersthen effective Aggregate Maximum Tranche B Credit Amounts.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Each Borrower may, upon notice to the Agent, (i) in before 10:00 a.m. (New York City time) for Base Rate Advances on the case date of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) prepayment and (ii) in upon at least two Business Days' notice to the case of Base Agent for Eurodollar Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, given such Borrower shall, prepay Contract the outstanding principal amount of the Revolving Credit Advances comprising part of the same Borrowing, Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith amounts, if any, required to be paid pursuant Section 8.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 4.03(d); provided, however, that each partial prepayment 2.5(a) shall be in an aggregate principal amount not less than of $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof.
(cb) If Additionally, if at any time, date the sum of the aggregate principal amount of all Revolving Credit Advances outstanding shall exceed owed to any Bank by any Borrower plus the Total Commitmentaggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank's Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Borrowers shall forthwith prepay Revolving Credit Advances owed by such Borrower in a principal amount equal necessary so that (after giving effect to such excess. If at any timerepayment) the sum, for each Bank, of the aggregate principal amount of all Revolving Credit Advances outstanding owed to any such Bank by such Borrower shall exceed plus the Borrower Sublimit aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank's Revolving Credit Commitment for such Borrower at such date.
(c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of also pay accrued interest to the date of such prepayment payment on the principal amount prepaid paid and any amounts owing in connection therewith amounts, if any, required to be paid pursuant to Section 4.03(d); provided, however, 8.4(c) as a result of such payment. To the extent that any holder amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of a Competitive Advance may waive prepayment Credit issued at the request of such Competitive AdvanceBorrower and, second to be deposited in an LC Cash Collateral Account in respect of such Borrower.
(d) All ▇▇▇▇▇▇s received by the Collateral Agent pursuant to any Security Document shall be applied first, to reimburse the Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and such waiver shall fourth to be binding on deposited in one or more LC Cash Collateral Accounts to the other Lendersextent any Letters of Credit are ou▇▇▇▇▇▇▇ng.
Appears in 1 contract
Prepayments. (ai) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advancesfrom time to time, upon at least three Business Day's written by giving notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not no later than 11:00 a.m. on three Business Days before the date of the proposed prepayment, prepay, without premium or penalty and in whole or part, the principal amount of any Borrowing so long as:
(A) the notice by the Borrower specifies the amount and Borrowing to be prepaid,
(B) each voluntary partial prepayment must be in a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid to the date of such prepayment, and
(C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments.
(ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Asset Disposition or Recovery Event and, at any time that such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any Funding Losses, in an aggregate amount equal to 100% (without duplication) of such notice being irrevocable)Net Cash Proceeds.
(iii) If at any time, stating the proposed date and sum of the aggregate principal amount of Borrowings shall exceed the prepaymenttotal Commitments, and if such notice is given, such the Borrower shall, shall forthwith prepay Contract Advances comprising part of the same BorrowingBorrowings, in whole or ratably in parta principal amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any amounts Funding Losses owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereoftherewith.
(civ) If at Prepayments of the Borrowings pursuant to this Section 3.2(c) shall be applied, first, to prepay any time, amounts outstanding under the aggregate principal amount Other Facility (other than in the case of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first3.2(c)(iii)), from outstanding Contract Advances comprising part second, to prepay Base Rate Borrowings, third, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to as the date of such prepayment requirement prepayment, and, fourth to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at the Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the principal amount prepaid and any amounts owing in connection therewith pursuant last day of the Interest Period of each such LIBOR Rate Borrowing to Section 4.03(dprepay such LIBOR Rate Borrowings); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative 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 Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations Table of a Competitive Advance may waive Contents pursuant to this Section 2.04(b) unless after the prepayment in full of such Competitive Advance, and such waiver shall be binding on the other LendersLoans the Total Outstandings exceed the Aggregate Commitments then in effect.
Appears in 1 contract
Sources: Credit Agreement (Temple Inland Inc)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written such notice to must be received by the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest Business Day prior to the date of prepayment of Base Rate Loans; and (ii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative 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 Borrower, the Borrower shall make such prepayment and the payment amount specified NYI- 4560366v1139 in such notice shall be due and payable on the principal date specified therein. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
(a) [Reserved.]
(b) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C-BA Obligations in an aggregate amount prepaid and any amounts owing sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in connection therewith pursuant to Section 4.03(d)effect; provided, however, that each partial the Borrower shall not be required to Cash Collateralize the L/C-BA Obligations pursuant to this Section 2.05(c) unless after the prepayment shall in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in an aggregate principal amount not less than $10,000,000 or an integral multiple order to protect against the results of $1,000,000 in excess thereoffurther exchange rate fluctuations.
(c) If the Administrative Agent notifies the Borrower at any time, time that the aggregate principal amount Outstanding Amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances all Loans and L/C-BA Obligations denominated in a principal Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such excess. If at any timenotice, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit prepay Loans and/or Cash Collateralize L/C-BA Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of Loans and L/C-BA Obligations denominated in Alternative Currencies as of such Borrower, such Borrower shall forthwith prepay Advances in a principal date of payment to an amount equal not to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part exceed 100% of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing Alternative Currency Sublimit then in connection therewith pursuant to Section 4.03(d)effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C-BA Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Outstanding Amount of all Loans and L/C-BA Obligations denominated in Alternative Currencies exceeds the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any holder of a Competitive Advance may waive prepayment time and from time to time after the initial deposit of such Competitive AdvanceCash Collateral, and such waiver shall request that additional Cash Collateral be binding on provided in order to protect against the other Lendersresults of further exchange rate fluctuations.
Appears in 1 contract
Sources: Credit Agreement (Sunedison, Inc.)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any The Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice being irrevocable) and (ii) in must be received by the case of Base Rate Advances, upon notice Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment to the Administrative Agent of Base Rate Loans; (such notice being irrevocable), stating the proposed date and aggregate ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in $5,000,000 or a whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative 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 Borrower, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
(cb) If for any reason the Total Outstandings at any timetime exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(c) Any Net Cash Proceeds that are Excess Sale Proceeds shall be immediately applied as a Competitive Advance may waive mandatory prepayment on the Loans.
(d) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000.
(e) The aggregate amount of all prepayments under Section 2.04(c) and (d) in excess of $20,000,000 shall reduce the Aggregate Commitments by the amount of such Competitive Advance, and such waiver shall be binding on the other Lendersexcess.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon notice to the Lender, at any time or from time to time voluntarily prepay any Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Lender not later than 12:00 p.m. (A) three Business Days prior to any date of prepayment of a Eurodollar Rate Loan, and (B) on the date of prepayment of a Base Rate Loan; (ii) any prepayment of a Eurodollar Rate Loan shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; and (iii) any prepayment of a Base Rate Loan shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loan(s) to be prepaid and whether such prepayment is of Revolving Loans or Term Loans (or a combination thereof). Partial prepayments of the Term Loans shall be applied to the installments of principal thereof in the inverse order of maturity. If such notice is given by the Borrower, the Borrower shall have 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 Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any right additional amounts required pursuant to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowSection 3.05.
(b) Any If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, shall immediately prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be Loans in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofequal to such excess.
(c) If at the Borrower has borrowed Revolving Loans hereunder for the purpose of financing all or any time, part of a Permitted Acquisition and the aggregate outstanding principal amount of Advances outstanding all such Revolving Loans shall exceed $10,000,000 on the Total Commitmentdate sixty days after the Credit Extension made to finance any such Permitted Acquisition, then the Borrowers Borrower shall forthwith immediately prepay Advances Revolving Loans in a principal an aggregate amount at least equal to such excess. If excess or borrow a Term Loan in an amount at any timeleast equal to such excess (without regard to the minimum amounts for a borrowing of a Loan as provided in Section 2.02(a)), subject to the aggregate terms and conditions of this Agreement.
(d) The Borrower shall immediately prepay the outstanding principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest Revolving Loans to the date of extent required so that a Clean-Up Period may occur as provided in Section 2.11 (which Revolving Loans may not be reborrowed until such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(dClean-Up Period has ended); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.
Appears in 1 contract
Sources: Credit Agreement (Cnet Networks Inc)
Prepayments. (a) No Borrower shall have portion of the LIBOR Based Rate Loans may be prepaid at any right to prepay any Contract Advances except time unless Borrowers first satisfy in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowfull all obligations under Section 2.12 below arising from such prepayment.
(b) Any Borrower mayTerm Loan Based Rate Loans may be prepaid at any time and from time to time, upon one (1) Business Days' notice to Agent, in whole or in part without premium or penalty.
(i) in the case of Eurodollar Rate AdvancesBorrowers shall, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment receipt of Cash Proceeds from any Offering, prepay Term Loan A in an amount equal to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess Net Proceeds thereof.
(cii) If at Borrowers shall, on the date of the receipt of any time, Net Proceeds in excess of One Million Dollars ($1,000,000.00) in the aggregate principal amount in any fiscal year from any Asset Sale, or series of Advances outstanding shall exceed Asset Sales (except for an Asset Sale with respect to the Total CommitmentHagerstown Facility), the Borrowers shall forthwith prepay Advances Term Loan A in a principal an amount equal to such excess. If at Any such Net Proceeds received after Term Loan A has been paid in full shall then be used to prepay Term Loan B.
(iii) Borrowers shall, on the date of the receipt of Cash Proceeds from an Asset Sale of the Hagerstown Facility (or any timeportion thereof), the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances Term Loan B in a principal an amount equal to the Net Proceeds thereof.
(A) Borrowers shall prepay Term Loan A, on an annual basis, in an amount equal to seventy five (75%) percent of Borrowers' Net Free Cash Flow for the immediately preceding fiscal year calculated as of the last day of such excess. All prepayments pursuant preceding fiscal year; provided that, effective with the fiscal year beginning on the earlier of (1) January 1, 1999 or (2) the year in which the principal balance of Term Loan A has been reduced to Four Million Dollars ($4,000,000.00), such annual prepayment shall be reduced to fifty percent (50%) of Borrower's Net Free Cash Flow.
(B) Prepayments under this subsection (cSection 2.10(c)(iv) shall be effected first, from outstanding Contract Advances comprising part due in the fiscal year immediately succeeding the year for which the calculation of Net Free Cash Flow is based as follows:
(1) If the amount of the same Borrowing prepayment is less than or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) then the prepayment shall be accompanied by payment paid on April 1.
(2) If the amount of accrued interest the prepayment is greater than One Million Five Hundred Thousand Dollars ($1,500,000.00) but less than or equal to Three Million Dollars ($3,000,000.00), then One Million Five Hundred Thousand Dollars ($1,500,000.00) of the prepayment shall be paid on April 1 and the balance on August 1.
(3) If the amount of the prepayment is greater than Three Million dollars ($3,000,000.00), then fifty percent (50%) of the prepayment shall be paid on April 1 and the balance on August 1.
(d) All prepayments of every kind on account of either of the Term Loans shall be applied to the date principal balance thereof in the inverse order of such prepayment maturity.
(e) Subject to Sections 2.10(c) and (d), all prepayments on account of either of the Term Loans shall be applied as directed by Borrowers but, if no direction is given, first to the principal amount prepaid balance of Base Rate Loans and any amounts owing then to the principal balance of LIBOR Based Rate Loans in connection therewith pursuant to Section 4.03(d); provided, however, that any holder inverse order of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lendersmaturity.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have any right to may prepay any Contract Base Rate Advances except LIBOR Advances or Cost of Funds Advances in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date terms of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount Line of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excessCredit Note. If at any time, the aggregate principal amount of all Advances outstanding to any Borrower under the Line of Credit Note shall exceed the Borrower Sublimit lesser of such Borrowerthe Borrowing Base and the Line of Credit, such the Borrower shall forthwith immediately prepay Advances so much of the outstanding principal balance, together with accrued interest on the portion of principal so prepaid as shall be necessary in a order that the unpaid principal amount equal balance, after giving effect to such excess. All prepayments pursuant to this subsection (c) prepayments, shall be effected first, from outstanding Contract Advances comprising part not exceed the lesser of the same Borrowing or BorrowingsBase and the Line of Credit. Any such prepayment will, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advancesat the option of the Bank, and shall be accompanied by applied first to the payment of all costs and expenses incurred by the Bank and arising out of this Agreement, the Notes or any Related Agreement and which has not been paid or reimbursed to the Bank, then to accrued interest to the date of the prepayment and the remainder to the outstanding principal.
(b) Notwithstanding any other provision of this Agreement, (i) if, after the date of this Agreement, the introduction of or any change in any law or regulation (or change in the interpretation thereof by regulatory authorities) applicable to the Bank, shall make it, or (ii) if any central bank or other governmental authority having jurisdiction over the Bank shall assert that it is, unlawful for the Bank to perform its obligations hereunder to make LIBOR Advances to the Borrower or to continue to fund or maintain LIBOR Advances to the Borrower hereunder, then, on notice thereof by the Bank to the Borrower, (A) the obligation of the Bank to the Borrower to make LIBOR Advances shall terminate, and (B) within five (5) Business Days after the Bank gives notice, the Borrower shall prepay in full all such prepayment on LIBOR Advances then outstanding, which the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); Bank is prohibited from maintaining or continuing, together with interest accrued thereon, provided, however, the Borrower may elect to convert all outstanding LIBOR Advances to Base Rate Advances.
(c) The Borrower may, at its option, prepay any Base Rate Advances, in whole or in part, at any time, without fee or premium.
(d) If at any time (i) the interest rate on the Line of Credit is a fixed rate, and (ii) Bank in its sole discretion should determine that current market conditions can accommodate a prepayment request, Borrower shall have the right at any holder time and from time to time to prepay the Line of Credit in whole or in part, in minimum increments of $100,000, and Borrower shall pay to Bank a Competitive Advance may waive make whole premium in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the maturity date of the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made, shall be subtracted from the "cost of funds" component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no make whole premium. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above-referenced United States Treasury security rate and the number of days remaining in the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made. The resulting amount shall be the make whole premium due to Bank upon prepayment of such Competitive Advance, the fixed rate loan. Each reference in this paragraph to "Fixed Rate Election" shall mean the effective election by Borrower pursuant to paragraph 2.2 of this Loan Agreement and such waiver shall be binding on the other Lenders.Line of Credit Note of a
Appears in 1 contract
Prepayments. During the continuation of any Default, BOG shall not make any optional prepayment of the Senior Loans pursuant to Section 2.01(i) of the Equity Conversion Agreement (as defined in the Senior Credit Agreement)."
2.11 Section 9.01. Section 9.01 of the Indenture is amended by inserting the following at the end of Section 9.01: "In addition, any payments received by the Agent or the Noteholders (or otherwise owing to the Noteholders in instances where the Noteholders have elected to be paid directly on account of the Term ORRI pursuant to Section 4.2 of any Term ORRI Conveyance) which payments are (a) No Borrower attributable to any Term ORRI or (b) otherwise received pursuant to Section 3.2(a) of any Term ORRI Conveyance (collectively, the "Applied Payments") shall have any right constitute a prepayment on the Notes of that portion of the principal balance which has been added to prepay any Contract Advances except the Notes as a result of the Borrower's election to pay accrued interest in kind in accordance with subsections the provisions of Section 9.02(b). Notwithstanding the foregoing, to the extent that any Applied Payment received by any Noteholder due to any Term ORRI is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Agent or any Noteholder to the Borrower, any Subsidiary, trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent and further only to the extent Agent or Noteholder has actually repaid the affected Applied Payment, the obligations hereunder with respect to the Notes satisfied by payment of the Term ORRI in the form of the affected Applied Payment shall be revived and continue as if such payment or proceeds had not been received and the Agent's and the Noteholder's Liens, interests, rights, powers and remedies under this Indenture and the Loan Documents shall continue in full force and effect."
2.12 Section 9.02. Section 9.02 of the Indenture is amended as follows:
2.12.1 By deleting the last two sentences of subsection (a) beginning with "Notwithstanding".
2.12.2 By deleting subsection (b) in its entirety and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Borrower may, (i) in substituting the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.following therefor:
Appears in 1 contract
Sources: Indenture (Brigham Exploration Co)
Prepayments. (a) No If at any time the aggregate outstanding principal amount of the Loans exceeds the Loan Limit, Borrower shall, within two Business Days after Lender’s written demand, prepay the Loans and/or provide additional Collateral consisting of Cash or Alesco Funding Securities or such other Collateral as may be mutually agreed upon by Borrower and Lender having a Value sufficient to eliminate such excess, provided that if the aggregate outstanding principal amount of the Loans exceeds the Commitment, Borrower shall have any right immediately prepay the Loans by an amount at least equal to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowsuch excess.
(b) Any Borrower may, shall not permit any Utilization Period to exceed one hundred and twenty (i120) in days. Accordingly Borrower shall prepay all outstanding Loans and all accrued interest thereon on the case 120th day of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent each Utilization Period (such notice being irrevocablea prepayment herein called a “Cleanup Payment”) and shall not make any borrowing hereunder for four consecutive Business Days following such prepayment.
(iic) in Borrower may at any time and from time to time prepay the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same BorrowingLoans, in whole or ratably in part, without premium or penalty, upon prior notice to Lender (which notice must be received by Lender prior to 11:00 a.m. two Business Days prior to the prepayment date) specifying the date and amount of prepayment and the Type of Loan to be prepaid; provided that each prepayment of a Eurodollar Loan on a day other than the last day of an Interest Period shall require the payment of all amounts payable by Borrower pursuant to Section 3.04. Any such notice shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the such date of such prepayment on the amount prepaid. Partial prepayments of principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than of $10,000,000 500,000 or an integral a whole multiple of $1,000,000 100,000 in excess thereof.
(cd) If at any time, Partial prepayments of the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) Loans shall be effected first, from outstanding Contract Advances comprising part of applied first to Base Rate Loans and then to Eurodollar Loans in such order as will minimize the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied amount payable by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith Borrower pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive 3.04.
(e) Together with each mandatory or optional prepayment of principal hereunder, Borrower shall also prepay all interest accrued on such Competitive Advance, and such waiver shall be binding on the other Lendersamount prepaid.
Appears in 1 contract
Prepayments. (a) No The Borrower shall have any no right to prepay the principal amount of any Contract Advances except Revolving Credit Loan or any Swing Loan other than as provided in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowthis Section 2.7.
(b) Any The Borrower may, (i) in may at any time prepay the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate outstanding principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, Swing Loans in whole or ratably in part.
(i) The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral.
(ii) The Borrower may, upon at least one Business Day's prior notice to the Agent stating the proposed date of the prepayment, prepay the outstanding principal amount of the Loans in whole (together with accrued interest to the date of such prepayment on prepayment) or ratably in part. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and any amounts owing in connection therewith pursuant to Section 4.03(d); providedpayable on the date specified for each such prepayment.
(iii) The Borrower shall, howeveron each Business Day, that each partial prepayment shall be in prepay an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding MINUS (II) the aggregate amount then on deposit in the Cash Collateral Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base.
(iv) Any prepayment made pursuant to this Section 2.7(c) shall be applied first to the Swing Loans outstanding and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the application of such immediately available funds will cause the Borrower to incur an obligation under Section 10.4 and (D) there is no Default or BorrowingsEvent of Default then continuing, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, then such prepayment shall be deposited into the Cash Collateral Account and shall be accompanied by payment retained therein until one of accrued interest the conditions set forth in clauses (A) through (D) are no longer met, in which case such funds shall be applied as provided in this Section 2.7(c); PROVIDED, HOWEVER, that at any time the only condition not met is the condition specified in clause (B), then such funds shall be applied to fund the L/C Cash Collateral Account.
(d) After the occurrence of a Default, an Event of Default or a Triggering Condition and until such Default or Event of Default has been cured or waived or the occurrence of a Triggering Condition Unwind, all immediately available funds in the Concentration Account shall be applied on the date on which they are immediately available first to the date outstanding principal amount of the Swing Loans, next to the outstanding principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; PROVIDED that, if a Default or an Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall direct the disposition of such prepayment on remaining funds.
(e) All proceeds of Collateral received by the principal amount prepaid Secured Parties after the giving of notice to the Borrower pursuant to clause (i) or (ii) of the first sentence of Section 8.2 shall be applied first to fund the L/C Cash Collateral Account, and any amounts owing in connection therewith if the L/C Cash Collateral Account has been fully funded pursuant to Section 4.03(d); provided8.3, however, that to repay any holder of a Competitive Advance may waive prepayment of such Competitive AdvanceSwing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such waiver shall be binding on Loans or accrued interest are outstanding, then to repay the Secured Parties, ratably, in respect of all other LendersObligations hereunder.
Appears in 1 contract
Prepayments. (a) No The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall have make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that, so long as the Borrower has made a good faith attempt to make any right such payment on the specified date and such payment is not received on such date by the Administrative Agent solely due to prepay a disruption in the Fedwire funds transfer system or other similar force majeure event, then the applicable due date shall be extended to the first Business Day when such disruption or force majeure event no longer exists. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any Contract Advances except additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), belowtheir respective Applicable Percentages.
(b) Any The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) in such notice must be received by the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to Swing Line Lender and the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment, and (ii) any such prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans outstanding. Each such notice shall specify the date and amount of such prepayment, and if . If such notice is givengiven by the Borrower, the Borrower shall make such Borrower shall, prepay Contract Advances comprising part of prepayment and the same Borrowing, payment amount specified in whole or ratably in part, together with accrued interest to such notice shall be due and payable on the date of specified therein.
(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d)excess; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed not be required to Cash Collateralize the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments L/C Obligations pursuant to this subsection (cSection 2.05(c) shall be effected first, from outstanding Contract Advances comprising part unless after the prepayment in full of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to Loans the date of such prepayment on Total Outstandings exceed the principal amount prepaid and any amounts owing Aggregate Commitments then in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenderseffect.
Appears in 1 contract
Sources: Revolving Credit Agreement (Plum Creek Timber Co Inc)
Prepayments. (a) No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below.
(b) Any Each Borrower may, upon notice to the Agent, (i) in before 10:00 a.m. (New York City time) for Base Rate Advances on the case date of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent (such notice being irrevocable) prepayment and (ii) in upon at least two Business Days’ notice to the case of Base Agent for Eurodollar Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, given such Borrower shall, prepay Contract the outstanding principal amount of the Revolving Credit Advances comprising part of the same Borrowing, Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith amounts, if any, required to be paid pursuant to Section 4.03(d)8.4(c) as a result of such prepayment; provided, however, provided that each partial prepayment pursuant to this Section 2.5(a) shall be in an aggregate principal amount not less than of $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof.
(cb) If Additionally, if at any time, date the sum of the aggregate principal amount of all Revolving Credit Advances outstanding shall exceed owed to any Bank by any Borrower plus the Total Commitmentaggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Borrowers shall forthwith prepay Revolving Credit Advances owed by such Borrower in a principal amount equal necessary so that (after giving effect to such excess. If at any timerepayment) the sum, for each Bank, of the aggregate principal amount of all Revolving Credit Advances outstanding owed to any such Bank by such Borrower shall exceed plus the Borrower Sublimit aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank’s Revolving Credit Commitment for such Borrower at such date.
(c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of also pay accrued interest to the date of such prepayment payment on the principal amount prepaid paid and any amounts owing in connection therewith amounts, if any, required to be paid pursuant to Section 4.03(d); provided, however, 8.4(c) as a result of such payment. To the extent that any holder amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of a Competitive Advance may waive prepayment Credit issued at the request of such Competitive AdvanceBorrower and, second to be deposited in an L▇ ▇▇▇▇ Collateral Account in respect of such Borrower.
(d) All amounts received by the Agent pursuant to any Security Document shall be applied first, to reimburse the Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and such waiver shall fourth to be binding on deposited in one or more L▇ ▇▇▇▇ Collateral Accounts to the other Lendersextent any Letters of Credit are outstanding.
Appears in 1 contract
Prepayments. (a) No The applicable Borrower shall have may at any right time and from time to time voluntarily prepay any Contract Advances except Committed Loans in accordance with subsections (b) a Minimum Amount after delivering an irrevocable Requisite Notice not later than the Requisite Time for prepayments. The Administrative Agent will promptly notify each Lender thereof and (c), belowof such Lender's Pro Rata Share of such prepayment. No Each prepayment by a Borrower shall have any right must be made ratably to prepay any Competitive Advance except as required by subsection (c), belowall outstanding Committed Loans of such Borrower borrowed on the same day.
(b) Any Borrower may, If for any reason either (i) in the case sum of Eurodollar Rate Advances(A) the aggregate LC Exposure of all Lenders, upon at least three Business Day's written notice to (B) the Administrative Agent (such notice being irrevocable) and (ii) in the case of Base Rate Advances, upon notice not later than 11:00 a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of all Dollar Loans made by all Lenders, (C) the prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part Equivalent Amount of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 of all Foreign Currency Loans made by all Lenders and (D) the aggregate principal amount of all Competitive Loans made by all Lenders, exceeds the combined Commitments in effect at any time or an integral multiple (ii) the Equivalent Amount of $1,000,000 in excess thereofthe aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay or cause one or more Foreign Borrowers to immediately prepay Committed Loans sufficient to cure such overage.
(c) If at any time, the aggregate principal amount Any prepayment of Advances outstanding shall exceed the Total Commitment, the Borrowers shall forthwith prepay Advances in a principal amount equal to such excess. If at any time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and an IBOR Loan shall be accompanied by payment of all accrued interest thereon, together with the costs set forth in Section 3.05.
(d) Competitive Loans may not be prepaid unless (i) expressly so provided in the Competitive Bid Request and Competitive Bid for such Competitive Loan or (ii) otherwise agreed by the Company and the Lender making such Competitive Loan after notice to the date Administrative Agent.
(e) The Company may from time to time elect to prepay pursuant to the Guaranty all or part of any Foreign Currency Loan of a Foreign Borrower and such prepayment on by the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver Company shall be binding on made in the other Lendersmanner and subject to the terms that a prepayment would be made by the Foreign Borrower under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)