Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16. (e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 2 contracts
Sources: Revolving Facility Credit Agreement (Fender Musical Instruments Corp), Revolving Facility Credit Agreement (Fender Musical Instruments Corp)
Prepayments. (a) The Borrower may at any time and from time shall have the right to time prepay any Borrowing the Loans, in whole or in part, without premium or penalty, subject part (except as otherwise specifically provided herein) provided:
(i) written notice of such prepayment (a “Prepayment Notice”) is given to prior notice Administrative Agent in accordance with paragraph (e) the provisions of Section 10.18 of this Section 2.11Agreement at least thirty (30) but not more than ninety (90) days prior to the date to be fixed therein for prepayment; provided, that and
(ii) such prepayment is accompanied by the Make-Whole Breakage Amount (if the principal being repaid is a Eurodollar Loan LIBOR Amount and is prepaid on any day other than being repaid prior to the last day expiration of the related Interest Period applicable theretoPeriod), all accrued but unpaid interest on the amount prepaid, including interest which has accrued at the Default Rate, and other sums that may be payable hereunder to the date so fixed. Any such prepayment shall be without penalty unless, and then only to the extent that, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in Make-Whole Breakage Amount is due. In the event that any Make-Whole Breakage Amount is due, Administrative Agent shall deliver to Borrower a statement (a “Breakage Fee Notice”) setting forth the amount and on determination of the Make-Whole Breakage Amount within ten (10) Business Days of receipt of Borrower’s Prepayment Notice. Borrower agrees that (i) Administrative Agent and Lenders shall not be obligated to actually reinvest the amount prepaid, and (ii) the Make-Whole Breakage Amount is directly related to the damages that Lenders will suffer as a result of the prepayment of any LIBOR Amount. In addition to the Make-Whole Breakage Amount and without waiving any prepayment condition, if, upon any such occasion that prepayment, the total Revolving Exposure exceeds aforesaid Prepayment Notice has not been timely received by Administrative Agent, and the prepayment is accepted by Administrative Agent, the Make-Whole Breakage Amount shall be increased by an amount equal to the lesser of (Ai) thirty (30) days’ unearned interest computed at the aggregate Revolving Commitments Base Rate on the amount prepaid, or (Bii) unearned interest computed on the Borrowing Baseamount prepaid for the period from, and including, the Borrower shall prepay date of prepayment through the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excessapplicable Interest Period.
(ciii) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the Make-Whole Breakage Amount is construed to be interest under the laws of the State of Texas in any circumstance, the payment thereof shall not be required to the extent that the amount thereof, together with other interest payable under the Loan Documents, exceeds the Maximum Rate, and if such payment has been made at the time it is determined that such excess exists, Lenders shall, at Administrative Agent’s option, either return such excess to Borrower or credit such excess against the principal balance of the Notes then outstanding, in which event any Guarantor in respect and all penalties of any Prepayment Event, the Borrower shall, five Business Days after kind under applicable law as a result such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice excess interest shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)inapplicable.
(div) All such amounts pursuant to Section 2.11(c) (Except as to any insurance or condemnation proceedsotherwise specifically provided in the Loan Agreement and Security Instrument, the Make-Whole Breakage Amount shall be due, to the extent they arise permitted by applicable law, under any and all circumstances where all or any portion of a LIBOR Amount is paid prior to the expiration of the applicable Interest Period for such LIBOR Amount, whether such prepayment is voluntary or involuntary, even if such prepayment results from casualties or losses to cash or Inventory) Administrative Agent’s exercise of its rights upon Borrower’s default and acceleration of the Maturity Date (irrespective of whether foreclosure proceedings have been commenced), and shall be appliedin addition to any other sums due under the Loan Documents.
(v) As used herein, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment EventMake-Whole Breakage Amount” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of means an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments calculated as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.follows:
Appears in 2 contracts
Sources: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Prepayments. No Loan Party shall, or shall permit any Subsidiary of a Loan Party to, prepay, redeem, defease, purchase in any manner, make any other distribution (whether in cash, securities or other property), or deposit or set aside funds (including any sinking fund or similar deposit) for the purpose of any of the foregoing, or agree to make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of, or interest on any earnouts, or other Indebtedness (other than the Obligations), except:
(a) The Borrower may at any time and from time regularly scheduled payments of principal or interest required in accordance with the terms of the instruments governing any Indebtedness permitted under Section 8.1 (other than Subordinated Indebtedness or Indebtedness allowed under the definition of Permitted Indebtedness(u));
(b) any refinancing of such Indebtedness to time prepay the extent such refinancing Indebtedness is permitted under Section 8.1; and
(c) any Borrowing payments of regularly scheduled interest in whole accordance with the terms of the Seller Subordinated Note, Seller Carpet One Subordinated Note or in part, without premium or penaltySponsor Subordinated Note, subject to prior notice in accordance with paragraph (e) the terms of this Section 2.11the Subordinated Debt Subordination Agreement applicable thereto; provided, that if a Eurodollar Loan is prepaid no payments of principal shall be made on the Seller Subordinated Note, Seller Carpet One Subordinated Note or Sponsor Subordinated Note shall be made until after the Obligations have been Paid in Full unless the Payments Conditions are satisfied and such payments are otherwise permitted by the Seller Debt Subordination Agreement, and the Seller Debt Carpet One Subordination Agreement;
(d) with respect to any day Subordinated Debt (other than the last day of Seller Subordinated Note, Seller Carpet One Subordinated Note or Sponsor Subordinated Note), no payments on such Subordinated Debt shall be made until after the Interest Period Obligations have been Paid in Full unless the Payments Conditions are satisfied and such payments are otherwise permitted by the Subordinated Debt Subordination Agreement applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.; and
(be) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser any payments of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations Indebtedness as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
subclause (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (cw) of the definition of Permitted Indebtedness so long as the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Interiors One Payment Conditions are satisfied.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 2 contracts
Sources: Loan and Security Agreement (LIVE VENTURES Inc), Loan and Security Agreement (LIVE VENTURES Inc)
Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (afifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the date, time and place at which any part or full prepayment of the amount of Facility shall be made) on such terms and conditions as may be stipulated by the Lender.
6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower may shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment of the Facility outstanding, for any reason, including but not limited to, such prepayment being made at the request of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any time default by the Borrower in complying with the terms and from time conditions of this Agreement.
6.3 Provided that the Borrower shall have the right to time prepay any Borrowing at the end of each Interest Period the applicable Drawdown(s) in whole full, or in part, part without premium or penalty, subject to prior notice any Prepayment Costs.
6.4 The Borrower agrees and undertakes that in accordance with paragraph (e) the event of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period applicable theretoat the end of an Interest Period, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall mandatorily prepay the Revolving Loans, LC Exposure and/or Swingline Loans applicable Drawdown in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of full without any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Borrower.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 2 contracts
Sources: Loan Agreement (Dr. Reddy's Holdings LTD), Loan Agreement (Dr. Reddy's Holdings LTD)
Prepayments. (a) The Any Borrower may may, upon at least three Business Days’ notice to the Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds 105% of any Prepayment Eventthe aggregate amount of the Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Borrowers shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100the amount in excess of such aggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such prepayment. If, on any Reset Date, the aggregate Revolving Credit Exposures shall exceed 105% of the aggregate amount of the Commitments, then the Borrowers shall prepay Borrowings in an aggregate amount equal to the amount in excess of such Net Cash Proceeds; provided, however, if on any date aggregate amount of the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds Commitments not later than the next Business Day following receipt by the Company of a notification from any Asset Sale or Recovery Event the Agent of the amount payable hereunder.
(c) If prepayment of a Eurocurrency Loan occurs other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth several Lenders included in Section 2.11(d)such prepaid Borrowings.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance Upon receipt of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating pursuant to a Revolving Borrowingparagraph (a), the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial thereof and of such Lender’s ratable share (if any) of such prepayment of any Revolving Borrowing and such notice shall not thereafter be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied revocable by accrued interest to the extent required by Section 2.13such Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Dover Corp), Credit Agreement (Dover Corp)
Prepayments. (a) The Borrower may If the Revolving Facility Outstanding Amount shall at any time and exceed the Borrowing Base, the Co-Borrowers shall immediately prepay the Revolving Advances in an amount equal to such excess, without notice or demand by the Bank. The Co-Borrowers from time to time may voluntarily prepay any Borrowing the Note in whole or in part. In the event of either mandatory prepayment or voluntary prepayment hereunder (i) any prepayment of the Revolving Facility shall be applied against outstanding Advances of the Bank, without premium or penalty(ii) each prepayment of the Note shall be made to the Bank not later than 2:00 p.m. Local Time, subject on a Business Day, and funds received after that hour shall be deemed to prior notice have been received by the Bank on the next following Business Day, (iii) each partial prepayment of Fundings which, at the time of such prepayment, bear interest at a Eurodollar Rate shall be accompanied by accrued interest on such partial prepayment through the date of prepayment and additional compensation calculated in accordance with paragraph Section 2.18, (eiv) each partial prepayment of this Section 2.11; providedFundings with respect to the Revolving Facility which, that if at the time of such prepayment, bear interest at a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoRate, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans be in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of applicable minimum Funding amount specified in Section 2.4 for the Borrower or any Guarantor in respect Revolving Facility and, after application of any Prepayment Eventsuch prepayment, shall not result in a Eurodollar Funding remaining outstanding in an amount less than such minimum Funding amount, and (v) each partial prepayment of Fundings with respect to the Borrower shallRevolving Facility which, five Business Days after at the time of such Net Cash Proceeds are received by the Borrower or any Guarantorprepayment, prepay the Obligations as set forth in Section 2.11(d) below bear interest at a Floating Rate, shall be in an aggregate amount equal to 100% $2,000,000 or a higher integral multiple of such Net Cash Proceeds; provided$1,000,000, however, if on any date unless (in either case) the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from aggregate outstanding balance of the Note under the Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at being prepaid is less than the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agentminimum Funding amount, in its Permitted Discretion. Prepayments of which event any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if in such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13lesser amount.
Appears in 2 contracts
Sources: Credit Agreement (FCA Acquisition Corp.), Credit Agreement (FreightCar America, Inc.)
Prepayments. (a) The Borrower may at any time and from time Subject to time prepay any Borrowing in whole or in partSection 9.04(b), without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoapplicable, the Borrower shall also pay any amounts owing pursuant may (i) following notice given to Section 2.16.
the Agent by the Borrower not later than 11:00 A.M. (bNew York City time) Except for Overadvances permitted under Section 2.5on the proposed date of prepayment, in such notice specifying the event proposed date and on aggregate principal amount of the prepayment, and if such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Basenotice is given, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf outstanding principal amounts of the Base Rate 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 (ii) following notice given to the Agent by the Borrower or any Guarantor in respect not later than 11:00 A.M. (London time) three Business Days prior to the proposed date of any Prepayment Eventprepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, shall prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment outstanding principal amounts of the Loans as set forth Eurodollar Rate Advances comprising a Borrowing in Section 2.11(d).
(d) All such amounts pursuant whole or ratably in part, together with accrued interest to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $1,000,000.
(b) If on any date the Agent notifies the Company that the aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment all outstanding Revolving Credit Obligations exceeds the Total Commitment, the Borrower shall on such date prepay an aggregate principal amount of a Revolving Borrowing shall be applied Advances ratably to the Revolving Loans included Banks in an amount equal to, or, at the prepaid Borrowing. Prepayments shall be accompanied by option of the Borrower, greater than such excess, with accrued interest to the extent required by date of such prepayment on the principal amount prepaid. The Borrower may determine which Borrowing such prepayment shall be allocated to, and any such prepayment of Eurodollar Rate Advances shall be subject to the provision of Section 2.139.04(b).
(c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under clause (a) above if such prepayment would have resulted from a refinancing of the facilities hereunder, which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Ecolab Inc), 364 Day Credit Agreement (Ecolab Inc)
Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time prepay any Borrowing the Revolving Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to subsection 4.12, without premium or penalty, subject upon at least three Business Days’ irrevocable notice by the Borrower Representative to prior the Administrative Agent (in the case of Eurocurrency Loans), at least one Business Day’s irrevocable notice by the Borrower Representative to the Administrative Agent (in accordance with paragraph the case of (ex) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations) or same day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of Swing Line Loans). Such notice shall specify the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of this Section 2.11; providedTranche A Loans, that Tranche A-1 Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof and, in each case if a Eurodollar combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid on any day other than at the last day end of the Interest Period applicable thereto, ) any amounts payable pursuant to subsection 4.12 and accrued interest to such date on the amount prepaid. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Borrower shall also pay Representative otherwise directs) be applied, first, to payment of any amounts owing Agent Advances then outstanding, second, to the payment of the Swing Line Loans then outstanding, third, at the Borrower Representative’s option, to the payment of the Tranche A Loans then outstanding, fourth, to the payment of the Tranche A -1 Loans then outstanding, fifth to the payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent. Partial prepayments pursuant to Section 2.16this subsection 4.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety.
(b) Except for Overadvances permitted under Section 2.5The Borrowers shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Tranche A Loans.
(i) On any day (other than during an Agent Advance Period) on which the Aggregate Outstanding Tranche A Credit exceeds the Tranche A Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), in the event and Borrowers shall prepay on such occasion that day the total Revolving Exposure exceeds the lesser principal of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline outstanding Tranche A Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Tranche A Loans made to the Borrowers, the aggregate amount of the L/C Obligations exceeds the Tranche A Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrowers shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to such L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
(ii) Without duplication of, and after giving effect to, any mandatory prepayment required under subsection 4.4(c)(i) above, on any day (other than during an Agent Advance Period) on which the Aggregate Outstanding Tranche A-1 Credit exceeds the Tranche A-1 Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrowers shall prepay on such day the principal of Tranche A-1 Credit Loans made to them in an amount equal to such excess.
(ciii) In On any day on which the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Aggregate Revolving Credit exceeds the Borrower or any Guarantor in respect of any Prepayment Eventaggregate Commitment at such time, the Borrower shall, five Business Days after Borrowers shall prepay on such Net Cash Proceeds are received by day first the Borrower or any Guarantor, prepay Agent Advances then outstanding and thereafter the Obligations as set forth in Section 2.11(d) below principal of Revolving Loans in an aggregate amount equal to 100% such excess. All prepayments of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds Loans under this subsection (iii) shall be applied at the end of such five-Business Day period toward first to the prepayment in full of the outstanding Tranche A Loans as set forth and after prepayment in Section 2.11(d).
(d) All full thereof, if any such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceedsexcess has not been eliminated, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.Tranche A-1
Appears in 1 contract
Prepayments. (a) The Borrower shall have no right to prepay the principal amount of any Revolving Credit Loan or any Swing Loan other than as provided in this Section 2.7.
(b) The Borrower may at any time and from time to time prepay any Borrowing the outstanding principal amount of the Swing Loans in whole or ratably in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(bi) Except 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) 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 payable on the date specified for Overadvances permitted under Section 2.5each such prepayment.
(iii) The Borrower shall, in on each Business Day, prepay an aggregate principal amount of the event Revolving Credit Loans comprising part of the same Borrowing and on such occasion that Swing Loans equal to the total Revolving Exposure exceeds the lesser of amount by which (A) (I) the sum of the aggregate principal amount of Revolving Commitments or 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, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after After the occurrence and during the continuance of a Default, an Event of Default or a Triggering Condition and until such Default or Event of DefaultDefault has been cured or waived or the occurrence of a Triggering Condition Unwind, to cash collateralize outstanding LC Exposure. If all immediately available funds in the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds Concentration Account shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” applied on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in on which they are immediately available first to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the outstanding principal amount of each Borrowing or portion thereof the Swing Loans, next to be prepaidthe 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 notice Default or an Event of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9Default shall have occurred and be continuing, then such notice funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving BorrowingCredit Obligations, and thereafter, the Administrative Agent Borrower shall advise direct the Lenders disposition of such remaining funds.
(e) All proceeds of Collateral received by the Secured Parties after the giving of notice to the Borrower pursuant to clause (i) or (ii) of the contents thereof. Each partial prepayment first sentence of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing Section 8.2 shall be applied ratably first to fund the Revolving L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to repay any Swing Loans included in the prepaid Borrowing. Prepayments shall be accompanied by 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 Loans or accrued interest are outstanding, then to repay the extent required by Section 2.13Secured Parties, ratably, in respect of all other Obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (WHX Corp)
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to Section 2.10 and except as provided in this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior notice to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xii) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the CenturyLink Acquisition Date and prior to the six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xiii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) August 22, 2017 and (B) the date that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with paragraph its terms shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(exiv) In the event that all or any portion of the Tranche B 2027 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B 2027 Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 shall be accompanied by a prepayment fee equal to 1.00% of the Interest Period applicable thereto, aggregate principal amount of such prepayment or the Borrower aggregate principal amount subject to such repricing or refinancing; provided that no such prepayment fee shall also pay be required for prepayments made of Tranche B 2027 Term Loans made with the proceeds of any amounts owing pursuant to Section 2.16Term A Term Loans.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $200,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to the Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of the Loan Proceeds Note, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below; provided, further, that, subject to Section 6.11(i), if at any time the principal amount of the Loan Proceeds Note is greater than the aggregate principal amount of the Loans, any Permitted First Lien Indebtedness and any Permitted First Lien Refinancing Indebtedness outstanding at such time, Level 3 LLC (or any successor obligor under the Loan Proceeds Note) may repay or forgive or waive an amount of the Loan Proceeds Note equal to such excess without complying with this Section 2.05(c). Notwithstanding the foregoing, any amount required to be applied to the Loans pursuant to this Section 2.05(c) shall be applied ratably among the Loans, and, in to the case extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(c) shall be reduced accordingly.
(d) Upon the occurrence of a Swingline LoanChange of Control Triggering Event, the Swingline Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, (1) in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Sec
Appears in 1 contract
Sources: Thirteenth Amendment Agreement (Level 3 Parent, LLC)
Prepayments. (a) If, following a determination of the Approved Borrowing Base resulting in a reduction thereof, Consolidated Debt exceeds such reduced Approved Borrowing Base (any such excess on the date of such determination (solely to the extent of such reduction), as decreased by any subsequent reduction in Consolidated Debt or increase in the Approved Borrowing Base, a "Permitted Shortfall"), the Borrowers shall, on the date which is six months following the date of such determination, prepay Loans in an aggregate principal amount equal to the amount of such Permitted Shortfall, if any, on such date of prepayment. If Consolidated Debt exceeds the Approved Borrowing Base as a result of the incurrence of MEC Reimbursement Obligations and/or MEC Loans, the Borrowers shall, on the date which is 60 days following the date of such incurrence, prepay Loans in an aggregate principal amount equal to the amount, if any, by which Consolidated Debt exceeds the Approved Borrowing Base on such date of prepayment (excluding any Permitted Shortfall which is subject to prepayment pursuant to the immediately preceding sentence). If Consolidated Debt exceeds the Approved Borrowing Base other than as a result of (i) a determination of the Approved Borrowing Base resulting in a reduction thereof or (ii) the incurrence of MEC Reimbursement Obligations and/or MEC Loans, the Borrowers shall immediately prepay Loans in an aggregate principal amount equal to the amount of such excess until such excess has been reduced to zero (whether such reduction results from such prepayments, from other reductions in Consolidated Debt or otherwise).
(b) The Borrower Borrowers may as provided in this subsection at any time and from time to time prepay any Borrowing the Loans, in whole or in part, without premium or penalty, subject upon at least three Business Days' prior written or telecopy notice to prior notice in accordance with paragraph (e) the Administrative Agent, specifying the date and amount of this Section 2.11; providedprepayment. Prepayments of Loans shall first be applied to ABR Rate Loans to the extent thereof, that if a before prepayment of Eurodollar Loan is prepaid on Loans or CD Rate Loans. Prepayment of any day other than of the Eurodollar Loans or CD Rate Loans may only be made upon the last day of the relevant Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after Period. Upon receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents promptly notify each Bank thereof. Each partial prepayment The payment amount specified in such notice shall be due and payable on the date specified, together with accrued interest to such date on the amount prepaid. Partial optional prepayments of any Revolving Borrowing Loans shall be in an 62 30 aggregate principal amount of $500,000 5,000,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Credit Agreement (Mitchell Energy & Development Corp)
Prepayments. (ai) Upon the occurrence of a Collateral Value Deficiency Event or Borrowing Base Deficiency Event, as notified to the Borrower Agent on any Business Day, the Borrowers shall after receipt of such notice by the Borrower Agent, prepay the Loans in part or in whole (and such prepayment shall be applied to the Asset Attributable Loan Balance of (x) the Eligible Assets in respect of which the Collateral Value Deficiency Event occurred, in the case of a Collateral Value Deficiency Event, or (y) one or more Eligible Assets designated by the Borrower Agent, in the case of a Borrowing Base Deficiency Event) to the Lender (i) in the event such notice was received by the Borrower Agent on or prior to 11 a.m. on any Business Day, within two (2) Business Days, or (ii) in the event such notice was received by the Borrower Agent after 11 a.m. on any Business Day, within three (3) Business Days, such that after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Collateral Value or the Borrowing Base, as applicable.
(ii) Upon the occurrence of a Collateral Value Cash Sweep Event, as notified to the Borrower Agent on any Business Day, the Lender shall be permitted to apply any Cash in the US Collection Account first, to the payment of accrued and unpaid interest on the Loans, and then to prepay the Loans and apply such prepayment to the Asset Attributable Loan Balance of the Eligible Assets in respect of which the Collateral Value Cash Sweep Event occurred, such that after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Borrowing Base.
(b) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, the Borrowers shall at such time prepay the Loans and such prepayment shall be applied to the Asset Attributable Loan Balance of one or more Eligible Assets designated by the Borrower Agent such that, after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Maximum Credit then in effect.
(c) If at any time any Borrower shall receive any Eligible Asset Net Cash Proceeds in respect of any Eligible Asset, such Borrower shall make a prepayment in the Eligible Asset Proceeds Prepayment Amount to be applied to the applicable Asset Attributable Loan Balance.
(d) If at any time any Borrower shall receive any Underlying Asset Net Cash Proceeds in respect of any Eligible Asset, such Borrower shall make a prepayment in the Underlying Asset Proceeds Prepayment Amount to be applied to the applicable Asset Attributable Loan Balance.
(e) The Borrower may Borrowers may, at any time and from time to time time, prepay any Borrowing the Loans, in whole or in part, without premium or penalty, subject and such prepayment shall be applied to the Asset Attributable Loan Balance of one or more Eligible Assets designated by the Borrower Agent upon notice to the Lender by the Borrower Agent prior notice in accordance with paragraph to 12:00 noon, New York City time, at least two (e2) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable Business Days prior thereto, specifying the date and amount of prepayment. If any such notice is given, unless the same may be revoked by the Borrower Agent prior to 11:00 a.m. on the date of prepayment, the amount specified in such notice shall also pay be due and payable on the date specified therein, together with any amounts owing payable pursuant to Section 2.16.
(b) Except for Overadvances permitted under 3.04 of this Agreement. Partial prepayments pursuant to this Section 2.5shall be a minimum amount, in the event and on such occasion that the total Revolving Exposure exceeds equal to the lesser of (Ax) $500,000 and (y) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf then outstanding principal balance of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)Loans.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16Section).
(bi) Except for Overadvances permitted under Section 2.5All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, in (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(ii) In the event and that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such occasion Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iii) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the total Revolving Exposure exceeds Weighted Average Yield on such Tranche B III Term Loans is less than the lesser Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(ix) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(x) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xi) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the CenturyLink Acquisition Date and prior to the six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) the aggregate Revolving Commitments or August 22, 2017 and (B) the Borrowing Base, date that is the Borrower earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with its terms shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such excessprepayment or the aggregate principal amount subject to such repricing or refinancing.
(cxiii) In the event and on each occasion that all or any Net Cash Proceeds are received by or on behalf portion of the Borrower or any Guarantor in respect of any Prepayment Event, Tranche B 2027 Term Loans are prepaid from the Borrower shall, five Business Days after such Net Cash Proceeds are received incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any Guarantor, prepay amendment of this Agreement such that the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of Weighted Average Yield on such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Tranche B 2027 Term Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other less than the last day of Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Interest Period applicable thereto Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 shall be accompanied by any amounts owing pursuant a prepayment fee equal to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination 1.00% of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 such prepayment or a whole multiple thereof. Each the aggregate principal amount subject to such repricing or refinancing; provided that no such prepayment of a Revolving Borrowing fee shall be applied ratably to required for prepayments made of Tranche B 2027 Term Loans made with the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13proceeds of any Term A Term Loans.
Appears in 1 contract
Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to the Loans upon not less than one (1) Business Day's prior notice in accordance with paragraph to the Lender, which notice shall specify the prepayment date (ewhich shall be a Business Day) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than and the last day amount of the Interest Period applicable theretoprepayment (which shall be at least $50,000 or the remaining principal balance outstanding on the Note) and shall be irrevocable and effective only upon receipt by the Lender, provided that interest on the Borrower principal prepaid, accrued to the prepayment date, shall also pay any amounts owing pursuant to Section 2.16be paid on the prepayment date.
(i) If, after giving effect to any termination or reduction of the Commitment pursuant to Sections 2.03(a) or (b) Except for Overadvances permitted under Section 2.5), in the event and on such occasion that outstanding aggregate principal amount of the total Revolving Loans plus the LC Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseCommitment, the Borrower shall prepay the Revolving Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and, if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in Section 2.08(b) hereof.
(ii) If, after giving effect to any redetermination of the Commitment pursuant to Section 2.03(c), the outstanding aggregate principal amount of the Loans plus the LC Exposure and/or Swingline exceeds the Commitment, then the Borrower shall within the 30 Business Days provided for in Section 2.03(c): (i) prepay the Loans in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such excessprepayment and, if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in Section 2.08(b) hereof; (ii) grant to the Lender, as security for the Note and other Indebtedness, a first- priority Lien (subject only to Excepted Liens) on Property of the Borrower of a character and value satisfactory to the Lender in its sole discretion; such Lien to be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Security Instruments, all in form and substance satisfactory to the Lender in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes; or (iii) effect any combination of the alternatives described in clauses (i) and (ii) of this Section and acceptable to the Lender in its sole discretion.
(c) In the event and on each occasion that any Net Cash Proceeds are received by Prepayments permitted or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in required under this Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice 2.06 shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall without premium or penalty. Any prepayment made during the Revolving Credit Period may be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, reborrowed subject to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16then effective Commitment.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Loans may not be voluntarily prepaid during the Lockout Period. Subject to Section 2.8(c), following the Lockout Period, the Borrower may shall have the right, at any time and from time to time, to prepay the Loans. The Borrower shall give the Administrative Agent written notice no later than 1:00 p.m. (Eastern Time) not less than three (3) Business Days prior to any such prepayment. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day), and the amount of such prepayment. Each such prepayment shall be in an aggregate minimum amount of $500,000 and shall include the Yield Maintenance Premium, if applicable, as well as interest accrued on the principal amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each case, such lesser amount constituting the amount of all Loans then outstanding).
(b) Within five (5) Business Days after the occurrence of a Borrowing Base Deficiency, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to the sum of (x) the aggregate amount necessary to eliminate such Borrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any; provided, however, that, no Yield Maintenance Premium shall be due and payable for an initial $4,000,000 of principal prepaid by the Borrower (calculated in the aggregate) in connection with cures of the Borrowing Base Deficiency.
(c) Voluntary prepayments of Loans shall be applied first, to reduce any outstanding Lender Group Expenses and, second, in such order as the Borrower may direct. The Borrower may prepay the Loans subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment.
(d) Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the voluntary prepayment of any Lender’s Loan if, at the time of such prepayment (or on the next Interest Payment Date), the Borrower is or would be required to pay a gross up indemnity with respect to any Taxes pursuant to Section 10.11 or compensate such Lender for any increased costs pursuant to Section 2.11. Other than as set forth in the immediately preceding sentence and Section 2.8(b) above, Yield Maintenance Premium shall be due on any prepayment of any Loan prepaid prior to the Yield Maintenance Date.
(e) If a Change of Manager Event occurs, the Borrower will, at the Lenders’ option (as provided by L▇▇▇▇▇▇ in writing to Borrower and Agents), prepay the Loans, plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any.
(f) If a Change of Control Event occurs, the Borrower will, at the Lenders’ option (as provided by L▇▇▇▇▇▇ in writing to Borrower and Agents), prepay the Loans plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any. For the avoidance of doubt, no Yield Maintenance Premium or other premium or penalty shall be payable in connection with any Borrowing prepayment of the Loans, in whole or in part, without premium made on or penaltyafter February 14, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.162024the Yield Maintenance Date.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Lument Finance Trust, Inc.)
Prepayments. (a) The Borrower may at If any time and from time Unit or Units have suffered or been deemed to time prepay any Borrowing have suffered a Casualty Occurrence, the Notes shall be prepaid in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan part by the Borrower on the date which is prepaid on any day other than the last day monthly anniversary of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing Closing Date if such Unit or Units are not replaced pursuant to Section 2.167.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of the Notes as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on the date of such prepayment) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Lien of this Agreement immediately prior to the date of such prepayment and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment (after deducting therefrom any principal installment due on or prior to the date of such prepayment), but without the payment of any Make-Whole Amount.
(b) Except for Overadvances permitted under Section 2.5, All Notes issued at any time outstanding hereunder may be prepaid in whole or in part upon the event and on such occasion that the total Revolving Exposure exceeds the lesser request of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay at any time on a date selected by the Revolving LoansBorrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, LC Exposure and/or Swingline Loans in plus, an aggregate amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such excessNotes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment.
(c) In the event and on each occasion that If at any Net Cash Proceeds are received by or on behalf time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any Guarantor increased payments pursuant to Section 7.11 hereof in respect of any Prepayment Eventpayment of interest or other amounts on account of any of the Notes or this Agreement in excess of the amounts payable without regard to such Change in Tax Law, the Borrower shall, five Business Days after such Net Cash Proceeds are received by may give the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(dLender irrevocable written notice (a “Tax Prepayment Notice") below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
Notes on a specified prepayment date (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) which shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, Business Day not less than 30 days nor more than 60 days after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (iisuch notice) in and the case circumstances giving rise to the obligation of prepayment the Borrower to make any increased payments and the amount thereof and stating that all of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the Notes shall be prepaid on the date of prepaymentsuch prepayment at 100% of the principal amount so prepaid together with interest accrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount), unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), that it seeks to reject such prepayment (a “Tax Prepayment Rejection Notice"). Each such notice The form of Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest or other amounts (but not of the Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the increased payment described in the Tax Prepayment Notice), which waiver shall be irrevocable and shall specify the prepayment date and binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal amount of each Borrowing the Notes together with interest accrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount) shall become due and payable on such prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or portion thereof prior to the date of such prepayment. The Borrower may not offer to prepay, or prepay, Notes pursuant to this Section 4.8(c) (i) if an Event of Default then exists, (ii) until the Borrower shall have taken commercially reasonable steps to mitigate the requirement to make the related increased payments or (iii) if the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be prepaid; provided thattaken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 4.8(c) shall certify to the foregoing and describe such mitigation steps, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13any.
Appears in 1 contract
Sources: Loan and Security Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Prepayments. (a) The Borrower shall have no right to prepay the principal amount of any Loan during the respective Lockout Period.
(b) From and after the Lockout Period of each Loan, the Borrower may, upon at least fifteen (15) days' prior notice to the Lender (stating the proposed date, the identity of the Approved Motel Facility for which Loan (or Loans) is being prepaid, and the aggregate principal amount of the prepayment) prepay the outstanding principal amount of each Loan in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, provided, however, that during the period from the expiration of the Lockout Period through the first anniversary of the respective Loan, the Borrower shall also pay to the Lender a sum (the "Yield Maintenance Amount") equal to one percent (1%) of the principal amount prepaid plus any costs, fees or expenses incurred by the Lender in connection with such prepayment including, without limitation, any costs to unwind any LIBOR Base Rate contracts (if any). The Lender shall deliver notice to the Borrower of the amount of any Yield Maintenance Amount due with respect to any prepayment by the Borrower at least three (3) Business Days prior to the date of such prepayment, which notice shall be conclusive and binding upon the Borrower absent manifest error. Upon the giving of such notice of prepayment by the Borrower, the principal amount of the Loan (or Loans) specified to be prepaid shall become due and payable on the date specified for such prepayment.
(c) The Borrower may at any time and from time to time prepay any Borrowing each Loan, in whole or in part, without payment of the Yield Maintenance Amount or any other premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than penalty after the last day first anniversary of the Interest Period applicable thereto, Closing Date of the Borrower shall also pay any amounts owing pursuant to Section 2.16respective Loan.
(bd) Except for Overadvances permitted under Section 2.5Notwithstanding anything set forth in the Agreement, the Notes or any other Loan Documents, in no event shall the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Lender have any obligations to fund Loans in an aggregate amount exceeding the amount of Commitment. If at any time the aggregate principal amount of Loan (or Loans) outstanding at such time exceeds the amount of Commitment, the Borrower shall forthwith prepay the Loans then outstanding in an amount equal to such excess, together with accrued interest.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days’ notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penaltytogether with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, subject if any, required to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 be paid pursuant to Section 2.16.
(b8.4(c) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% a result of such Net Cash Proceedsprepayment; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the provided that each prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to this Section 2.11(c2.5(a) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment .
(b) Additionally, if at any date the sum of a the aggregate amount of all Revolving Borrowing shall be applied Credit Advances owed to any Bank by any Borrower plus the aggregate 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 to repay the Revolving Loans included Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the prepaid Borrowing. Prepayments sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the 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 be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any 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 Credit issued at the request of such Borrower and, second to be deposited in an ▇▇ ▇▇▇▇ 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 fourth to be deposited in one or more ▇▇ ▇▇▇▇ Collateral Accounts to the extent any Letters of Credit are outstanding.
Appears in 1 contract
Prepayments. (a) The Borrower may at any time and from time In addition to time prepay any Borrowing the required repayment of principal specified in whole or in partSection 2.05, without premium or penaltywith respect to each Club Trust, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than on which the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing Maximum Available Amount under such Club Trust's Sub-Facility is reduced pursuant to Section 2.162.04, principal in the amount equal to the excess, if any, of (i) all outstanding Loans to such Club Trust under its Sub-Facility over (ii) the Maximum Available Amount as so reduced shall be immediately payable hereunder and a "Club Trust Prepayment Event" with respect to such excess shall be deemed to have occurred.
(b) Except for Overadvances permitted under Section 2.5, in Other than with respect to any prepayment pursuant to the event and on such occasion that the total Revolving Exposure exceeds the lesser provisions of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
paragraph (c) In the event and on below, each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment EventClub Trust may, the Borrower shall, five upon at least three Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan Days' notice in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, LIBO Rate Loan and one Business Day's notice in the case of any Base Rate Loan to the MLB Trust and the Facilitating Agent stating the Club Trust with respect to which any such prepayment of a Swingline Loanrelates, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment proposed date and the aggregate principal amount of each Borrowing such prepayment, prepay the Loan(s) under its Club Trust Sub-Facility in whole or portion thereof to be prepaid; provided thatratably in part, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9and, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowinggiven, the Administrative Agent related Club Trust shall advise prepay the Lenders Loan(s) under its Club Trust Sub-Facility in whole or ratably in part in the aggregate principal amount designated in such notice, together with accrued interest to the date of such prepayment on the contents thereof. Each principal amount prepaid; PROVIDED, HOWEVER, that with respect to each Club Trust (i) each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of not less than $500,000 or a whole multiple thereof. Each 250,000, (ii) any prepayment of a Revolving Borrowing any LIBO Rate Portion of any Club Trust's Loan(s) under its Club Trust Sub-Facility shall be applied ratably made on, and only on, the last day of an Interest Period for such LIBO Rate Portion (PROVIDED, THAT prepayments may be made at other times as long as all costs payable pursuant to Section 8.04(b) are paid) and (iii) no prepayment shall be permitted pursuant to this Section 2.09 if, after giving effect to such prepayment, the aggregate principal amount of Loans outstanding under such Club Trust's Sub-Facility shall be less than $5,000,000, unless the amount of Loans outstanding under such Club Trust Sub-Facility shall be reduced by such prepayment to zero.
(c) In accordance with the provisions of Section 2.07 of each Club Trust Agreement, each Club Trust may, upon at least three Business Days' notice to the Revolving Loans included in MLB Trust and the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Facilitating Agent stating the Club Trust with respect to which any such prepayment relates and the extent required by Section 2.13.proposed date and aggregate principal amount of such
Appears in 1 contract
Sources: Club Trust Reducing Revolving Credit Agreement (Cleveland Indians Baseball Co Inc)
Prepayments. (a) The Borrower may shall at any time and from time to time prepay time, prior to the Maturity Date, be permitted to repay all or any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day the Obligations other than the last day Royalty upon at least [Redacted] days’ prior written notice to the Agent and payment of the Interest Period applicable theretofollowing prepayment penalty to the Agent (for distribution to the Lenders in their Applicable Percentage), which shall be due and payable at the Borrower shall also pay time of such prepayment: for any amounts owing pursuant to Section 2.16.
prepayment made within the first [Redacted] of the Term (b) Except for Overadvances permitted under Section 2.5“[Redacted]”), in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans a prepayment penalty in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf [Redacted]% of the Borrower or amount prepaid (the “[Redacted] Prepayment Penalty”); and, for any Guarantor in respect prepayment made within [Redacted] after the end of any Prepayment Event[Redacted], the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below a prepayment penalty in an aggregate amount equal to 100% [Redacted]% of such Net Cash Proceeds; providedthe amount prepaid (the “[Redacted] Prepayment Penalty” and together with the [Redacted] Prepayment Penalty, howeverthe “Prepayment Penalties” and each a “Prepayment Penalty”). Notwithstanding anything to the contrary contained herein, and for greater certainty, prepayments, if and when made by the Borrower, shall not be applied toward any accrued and unpaid amounts on any date account of the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority CollateralRoyalty, then, unless a Reinvestment Notice the full amount of which shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances due and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked payable in accordance with Section 2.98 hereof irrespective of whether any or all Obligations are repaid (including prior to the Maturity Date). Promptly following receipt of Notwithstanding the forgoing, any such notice relating to a Revolving BorrowingPrepayment Penalties if and when made by the Borrower, the Administrative Agent shall advise the Lenders be offset from any accrued and unpaid amounts on account of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Royalty.
Appears in 1 contract
Sources: Loan Agreement
Prepayments. (a) The Borrower may may, upon at any time least one Business Day's prior notice to the Agent stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amount of the Loans in whole or ratably in part, without premium or penaltytogether with accrued interest to the date of such prepayment on the principal amount prepaid; PROVIDED, subject to prior notice in accordance with paragraph (e) of this Section 2.11; providedHOWEVER, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds prepayment shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, first to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be Swing Loans outstanding, pro rata, and second then to prepay the Revolving Credit Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment outstanding; and, after the occurrence and during the continuance of a Default or Event of DefaultPROVIDED, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipmentFURTHER, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of that each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $5,000,000 or integral multiples of $500,000 or a whole multiple 1,000,000 in excess thereof. Each prepayment Upon the giving of a Revolving Borrowing such notice of prepayment, the principal amount of the Loans specified to be prepaid shall be applied ratably 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 or EBWVA Sale Proceeds, the Borrower shall forthwith prepay, in an amount equal to such Asset Sale Proceeds or EBWVA Sale Proceeds, as the case may be, the Swing Loans outstanding, and if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by 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 required 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 of the Revolving Credit Loans and Loans deemed to be made by the Lenders pursuant to Section 2.132.16(m), and next 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 Borrower may direct the Agent to disburse such 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 made hereunder.
Appears in 1 contract
Prepayments. (a) The Borrower may (1) upon same day’s notice to the Administrative Agent, prepay any ABR Borrowing and (2) upon at least three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in whole at any time and time, or from time to time prepay in part in amounts aggregating $25,000,000 or any Borrowing in whole or in partlarger multiple of $5,000,000, without premium or penalty, subject by paying the principal amount to prior be prepaid together with accrued interest thereon to the date of prepayment. Upon receipt of a notice in accordance with paragraph (e) of prepayment pursuant to this Section 2.11; provided2.10(a), that if a Eurodollar Loan is prepaid on any day other than the last day Administrative Agent shall promptly notify each Bank of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16contents thereof and of such Bank’s ratable share of such prepayment.
(b) Except for Overadvances permitted under Section 2.5Upon receipt by Parent or any of its Subsidiaries, in on or after the event and on such occasion that the total Revolving Exposure exceeds the lesser Closing Date, of (A) the aggregate Revolving Commitments Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or (B) the Borrowing BaseRecovery Event, the Borrower shall promptly (and in any event within two Domestic Business Days) notify the Administrative Agent thereof and within three Domestic Business Days of such receipt, prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided. Upon receipt of such notice from the Borrower, howeverthe Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment.
(c) On or as soon as reasonably practicable (and in no event more than three Domestic Business Days) following the Closing Date, if on any date the Borrower or any Subsidiary Guarantor shall receive notify the Administrative Agent thereof and prepay the Loans in an amount equal to 100% of the Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateralof the Company or any of its Subsidiaries on or after the Effective Date, then, unless a Reinvestment Notice shall be delivered but prior to the Closing Date less the aggregate amount of reductions in respect thereof within five Business Days after the Aggregate Commitments made pursuant to Section 2.08 prior to the Closing Date following the receipt by the Company or any of its Subsidiaries of such Net Cash Proceeds. Upon receipt of such proceedsnotice from the Borrower, such Net Cash Proceeds the Administrative Agent shall be applied at promptly notify each Bank of the end contents thereof and of such five-Business Day period toward the prepayment Bank’s ratable share of the Loans as set forth in Section 2.11(d)such prepayment.
(d) All such amounts pursuant to Section 2.11(c) (as Prior to any insurance prepayment of Loans under this Section 2.10, the Borrower shall specify the Borrowing or condemnation proceedsBorrowings to be prepaid (or, to if no such specification shall have been provided, the extent they arise from casualties or losses to cash or Inventory) Administrative Agent shall be applied, apply such prepayment first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, ABR Loans and second to prepay Euro-Dollar Loans, in direct order of next succeeding interest payment date thereafter).
(e) Each prepayment under this Section 2.10 shall (i) be paid together with accrued interest thereon to the Revolving Loans date of prepayment and (including Swingline Loansii) without be applied on a corresponding reduction ratable basis to each Bank in the Revolving Commitment and, after the occurrence and during the continuance accordance with its Applicable Percentage. In connection with any such prepayment of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” Euro-Dollar Borrowing on any day a date other than the last day of an Interest Period, the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify reimburse the Administrative Agent (and, Banks for funding losses as provided in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Senior Unsecured Bridge Credit Agreement (Eaton Corp)
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period applicable thereto, Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the Borrower shall also pay any amounts owing pursuant aggregate principal amount of such prepayment or the aggregate principal amount subject to Section 2.16such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to
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Prepayments. (a) The Borrower Subject to the prepayment fee as set forth in subsection 2.10(b) and the provisions of subsection 2.21 upon not less than thirty (30) days' prior written notice to the Agent specifying the date of prepayment (which date shall be a Business Day), the Borrowers may at any time and from time to time prepay any Borrowing in whole or full, but not in part, without premium all of the Obligations (excluding outstanding Lender Guaranties) and terminate the Commitments. Upon prepayment in full and termination of the Commitments, the Borrowers (i) shall cause the Agent and each Lender to be released from all liability under any Lender Guaranties or penalty(ii) shall (x) cause to be issued to and for the benefit of the Agent and the Lenders a letter of credit in form and substance acceptable to the Agent issued by a bank or other financial institution acceptable to the Agent to secure such Lender Guaranties, subject or (y) deposit cash collateral with the Agent, for the benefit of the Agent and the Lenders pursuant to prior notice a cash collateral agreement in accordance with paragraph form and substance satisfactory to the Agent, in either case, in an amount equal to one hundred ten percent (e110%) of this Section 2.11; provided, the aggregate Lender Guaranty Liability with respect to the Lender Guaranties that if a Eurodollar Loan is prepaid on any day will remain outstanding after prepayment in full of all other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16Obligations.
(b) Except for Overadvances permitted under Section 2.5, in If the event and on such occasion that Borrowers shall prepay all or any portion of the total Revolving Exposure exceeds the lesser of Obligations pursuant to subsection 2.10
(Aa) the aggregate Revolving Commitments or (B) Borrowers shall pay to the Borrowing BaseAgent, for the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf ratable benefit of the Borrower or any Guarantor in respect Lenders, as liquidated damages and compensation for the costs of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal being prepared to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, make funds available to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans Borrowers hereunder an amount determined as follows: two percent (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c2%) of the definition Revolving Loan Facility for any repayment in the first Loan Year and one percent (1%) of the term “Prepayment Event” on Revolving Loan Facility for any day other than repayment during the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16second Loan Year.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Subject to the satisfaction of all of the terms and conditions contained herein, between the date hereof and the last Business Day immediately preceding the Revolving Credit Loan Termination Date, the Borrower may at any time and shall be permitted from time to time to make repayments and, in accordance with the terms and provisions hereof, to obtain further extensions of credit on the Revolving Credit Loan in accordance with its usual and credit needs; it being understood and agreed that the entire unpaid principal balance of the Revolving Credit Loan, together with all interest accrued thereon, shall be due and payable (if not sooner declared to be due and payable after an Event of Default) on the Revolving Credit Loan Termination Date.
(b) Borrower and Term Loan Borrower shall be permitted from time to time to make repayments in accordance with the terms and provisions hereof; provided, however, that Borrower and Term Loan Borrower shall be permitted to prepay any Borrowing the Term Loan in whole or in part, without premium or penaltyonly upon thirty (30) days' advance written notice to Bank, subject and, if any prepayment occurs prior to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day first anniversary of the Interest Period applicable theretoClosing Date, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount pays a prepayment premium equal to such excess.
three percent (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c3%) of the definition amount prepaid, if any prepayment occurs thereafter but before the second anniversary of the term “Prepayment Event” on any day other than the last day Closing Date, Borrower pays a prepayment premium equal to two percent (2%) of the Interest Period applicable thereto shall be accompanied by amount prepaid, if any amounts owing pursuant prepayment occurs thereafter but before the third anniversary of the Closing Date, Borrower pays a prepayment premium equal to Section 2.16.
one percent (e1%) The of the amount prepaid, and thereafter, Borrower shall notify the Administrative Agent (and, in the case of not pay a prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13penalty.
Appears in 1 contract
Prepayments. (a) The Borrower may Company may, upon at least one Business Day’s notice to the Agent, prepay any ABR Borrowing or Eurodollar Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds the aggregate amount of any Prepayment Eventthe Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Company shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100% the amount in excess of such Net Cash Proceeds; provided, however, aggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event any) of such prepayment.
(c) If prepayment of a Eurodollar Loan occurs other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth several Lenders included in Section 2.11(d)such prepaid Borrowings.
(d) All such amounts Upon receipt of a notice of prepayment pursuant to Section 2.11(c) paragraph (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determineda), the allocation Agent shall promptly notify each Lender of the contents thereof and application of those proceeds such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be determined revocable by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Company.
(e) The Borrower In addition to any required prepayments of principal set forth in this Section 2.11, a prepayment of Loans shall notify be made from time to time in an amount equal to 100% of the Administrative Agent aggregate commitments or availability in excess of (andx) $600,000,000 (the “Excess Commitment Amount”) and (y) thereafter any additional increase in the Excess Commitment Amount, in each instance under all senior credit facilities of the case Borrower or any of prepayment its Subsidiaries excluding the aggregate commitments or availability under the Credit Agreement dated as of a Swingline LoanNovember 26, 2002 between Dover Corporation (Canada) Limited and The Bank of Nova Scotia, as amended. Each payment required by this paragraph (e) shall be made on the first Business Day that there is an Excess Commitment Amount, or any increase in the Excess Commitment Amount (each an “Excess Commitment Event”). The Agent shall promptly notify each Lender of such Lender’s ratable share (if any) of such prepayment. Upon each Excess Commitment Event, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal aggregate amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated shall be reduced by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders amount of the contents thereofapplicable Excess Commitment Amount, or the increase in the Excess Commitment Amount, as the case may be. Each partial prepayment Any reduction of any Revolving Borrowing shall be in an the aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing the Commitments shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Commitment of each Lender according to the extent required by Section 2.13its ratable share.
Appears in 1 contract
Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Loans, in whole or in part, without premium or penalty, subject upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice in accordance with paragraph shall specify (ei) the applicable Tranche, (ii) the date and amount of this Section 2.11prepayment and (iii) whether the prepayment is of Term Benchmark Loans or ABR Loans; provided, provided that if a Eurodollar Term Benchmark 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds2.20; provided, howeverfurther, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the consummation of termination an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the Commitments as contemplated by Section 2.9proceeds from the issuance of other Indebtedness or other transaction, then in which case such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9by the Borrower. Promptly following Upon receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders promptly notify each Tranche 1 Lender of its receipt of each such notice in respect of any Tranche 1 Loans, and of the contents thereofamount of such Tranche 1 Lender’s Applicable Tranche 1 Loan Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Applicable Tranche 2 Loan Percentage of such prepayment. Each partial If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Subject to Section 2.25, each such prepayment of any Revolving Borrowing Tranche 1 Loans shall be applied to the Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the Tranche 2 Lenders in accordance with their respective Applicable Tranche 2 Loan Percentages. Partial prepayments of Loans shall be in an aggregate principal amount of $500,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
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Sources: Term Loan Facility (Synopsys Inc)
Prepayments. (a) The Borrower may at shall have no right to prepay the principal amount of any time and from time to time prepay any Borrowing Revolving Credit Loan other than as provided in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.162.6.
(b) Except The Borrower may upon at least three Business Days' prior notice to the Agent, stating in such notice the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Revolving Credit Loans in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $2,000,000 or integral multiples of $1,000,000 in excess thereof; provided, further, however, that all payments shall be made as set forth in Section 10.4(c), as applicable. Upon the giving of such notice of prepayment, the principal amount of the Revolving Credit Loans specified to be prepaid shall become due and payable on the date specified for Overadvances permitted under such prepayment.
(c) The Borrower shall prepay the Revolving Credit Loans upon receipt by the Borrower or any Guarantor of Asset Sale Proceeds (including, without limitation, Asset Sale Proceeds received by the Borrower upon the sale of the Stock of Bentley Systems, Inc. owned by the Borrower, it being understood that such Stock may not be sold except as set forth in Section 2.57.5(c)(vi) or unless such sale is consented to in writing by the Majority Lenders) in an amount equal to such Asset Sale Proceeds, in together with accrued interest to the event date of such prepayment on the principal amount prepaid.
(d) If at any time the sum of the aggregate principal amount of Revolving Credit Loans at such time, Reimbursement Obligations at such time, and on Letter of Credit Undrawn Amounts at such occasion that the total Revolving Exposure time, exceeds the lesser of (A) the aggregate Revolving Credit Commitments at any such time or (B) the Borrowing BaseBase at such time, the Borrower shall forthwith (i) prepay the Revolving Loans, LC Exposure Credit Loans and/or Swingline Loans the Reimbursement Obligations then outstanding in an aggregate amount equal to such excess.
, together with accrued interest and (cii) In the event and on each occasion that any Net Cash Proceeds if there are received by no Revolving Credit Loans or on behalf Reimbursement Obligations then outstanding or if such prepayment of the Borrower Revolving Credit Loans or any Guarantor in respect of any Prepayment EventReimbursement Obligations does not eliminate such excess, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in pay an aggregate amount equal to 100% of such Net excess (or remaining portion thereof) into the Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses Collateral Account to cash or Inventory) shall be applied, first to prepay any Protective Advances collater alize outstanding Letter of Credit Obligations and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Other Obligations.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Credit Agreement (Intergraph Corp)
Prepayments. (a) The Any Borrower may may, upon at least three Business Days’ notice to the Agent, delivered no later than 12:00 noon, New York City time (or, if such payment relates to a Borrowing denominated in a Designated Foreign Currency, 11:00 a.m., London time), prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds 105% of any Prepayment Eventthe aggregate amount of the Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Borrowers shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100% the amount in excess of such Net Cash Proceeds; providedaggregate amount of the Commitments, however, if together with accrued interest on the amount prepaid to the date of prepayment. The Agent shall promptly notify (i) the Company in the event it determines that any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event prepayment is required under this paragraph and (ii) each Lender of such Lender’s ratable share of such prepayment.
(c) If prepayment of a Eurocurrency Loan occurs other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth Lenders included in Section 2.11(d)such prepaid Borrowings.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance Upon receipt of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice pursuant to paragraph (a) of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingthis Section, the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial thereof and of such Lender’s ratable share of such prepayment of any Revolving Borrowing and such notice shall not thereafter be in an aggregate principal amount of $500,000 revocable by the Company or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13relevant Borrower.
Appears in 1 contract
Sources: Credit Agreement (DOVER Corp)
Prepayments. (a) The Borrower may at shall provide the Administrative Agent and each Facility Agent with prior written notice in conformity with the Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any time and from time to time prepay any Borrowing proposed prepayment in whole or in partpart of any Advances Outstanding. The Borrower shall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (i) the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the applicable Required Notice Period and need not be a Settlement Date), without premium (ii) the amount of the Advances Outstanding to be prepaid, and (iii) to which Loan or penaltyLoans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Administrative Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if a Eurodollar Loan is prepaid so requested by the Administrative Agent, on any day other than the last day behalf of the Lenders, in its sole discretion, otherwise such Interest Period applicable thereto, shall be payable on the Borrower shall also pay any amounts owing pursuant to Section 2.16next occurring Settlement Date.
(b) Except for Overadvances permitted under Section 2.5, in If on any day the event and on such occasion that the total Revolving Aggregate Credit Exposure exceeds the lesser of amount obtained by subtracting the Required Reserve from the Net Pool Balance (A) the aggregate Revolving Commitments or (B) the such an event, a “Borrowing BaseBase Deficiency”), the Borrower, upon notice from any Lender, any Facility Agent or the Administrative Agent of such Borrowing Base Deficiency or upon the knowledge of an Authorized Officer of the Borrower thereof, shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans make a prepayment in an aggregate amount equal to such excess.
(c) In Borrowing Base Deficiency to be applied first, to the event and on each occasion that any Net Cash Proceeds are received by or on behalf ratable reduction of the Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower or any Guarantor in respect shall also make payment of any Prepayment EventBroken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined so requested by the Administrative Agent, on behalf of the Lenders, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the sole discretion, otherwise such Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16payable on the next occurring Settlement Date.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Borrower may may, upon at any time least ten (10) Business Days' prior notice to the Lender, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amount of the Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, without premium or penalty, subject to prior notice ; provided that the Loans under the Second Supplemental Facility shall have been theretofore repaid in accordance with paragraph (e) of this Section 2.11full; and provided, however, that if a any prepayment of the Loans bearing interest at the Eurodollar Loan is prepaid on any day Rate made other than on the last day of the an Interest Period applicable theretofor the Loans to be repaid shall be subject to payment by the Borrower to the Lender of any costs, fees or expenses incurred by the Lender in connection with such prepayment including, without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the giving of such notice of prepayment by the Borrower, the Borrower principal amount of the Loans specified to be prepaid shall also pay any amounts owing pursuant to Section 2.16become due and payable on the date specified for such prepayment.
(b) Except for Overadvances permitted under Section 2.5, in If at any time the event and on aggregate principal amount of Loans outstanding at such occasion that the total Revolving Exposure time exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseCommitment, the Borrower shall forthwith prepay the Revolving Loans, LC Exposure and/or Swingline Loans then outstanding in an aggregate amount equal to such excess, together with accrued interest.
(c) In The Borrower shall forthwith prepay the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received Loans upon receipt by the Borrower or any Guarantor, prepay the Obligations as set forth its Subsidiaries of Asset Sale Proceeds in Section 2.11(d) below connection with an Asset Sale of a Mortgaged Property in an aggregate amount equal to 100% such Asset Sale Proceeds, together with accrued interest to the date of such Net Cash Proceeds; provided, however, if prepayment on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)principal amount prepaid.
(d) All such amounts pursuant to Section 2.11(c) (as to Upon receipt by the Borrower or its Subsidiaries of proceeds of any insurance issuance of debt or condemnation proceedsequity securities, the Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, to the extent they arise from casualties or losses repayment of the Loans made under the Other Supplemental Facility, Second, to cash or Inventorythe repayment of the Loans made under this Agreement, Third, to the Term Loan (as defined in the Existing Facility) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro ratamade under the Existing Facility, and second Fourth, to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction as defined in the Revolving Commitment and, after Existing Facility) made under the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Existing Facility.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, without premium or penalty, subject to prior by giving written notice (or telephonic notice promptly confirmed in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(cwriting) (as an “Optional Prepayment Notice”) to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder no later than (i) in the case of prepayment of a any Eurodollar Revolving Borrowing, 11:00 a.m. (New York time) not later less than 2:00 p.m., Chicago time, three (3) Business Days before the date of prepayment or prior to any such prepayment, (ii) in the case of any prepayment of an ABR Revolving any Base Rate Borrowing, not later less than 2:00 p.m., Chicago time, one Business Day before prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of such prepayment. Upon receipt of any such Optional Prepayment Notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. Each such notice Optional Prepayment Notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatthat any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness by the Borrower, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9which case, then such notice of prepayment Optional Prepayment Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such notice of termination condition is not satisfied. If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the aggregate amount specified in such Optional Prepayment Notice shall be due and payable on the date designated in such Optional Prepayment Notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.9. Promptly following receipt 2.11(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of any such notice relating to a Revolving Borrowingan Interest Period applicable thereto, the Administrative Agent Borrower shall advise the Lenders of the contents thereofalso pay all amounts required pursuant to Section 2.17. Each partial prepayment of any Revolving Borrowing Loan (other than a Swingline Loan) shall be in an aggregate principal amount that would be permitted in the case of $500,000 an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a whole multiple thereofSwingline Loan pursuant to Section 2.4. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans comprising such Borrowing.
(b) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans included in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the prepaid Borrowingname of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Prepayments Such account shall be accompanied by accrued interest to the extent required by administered in accordance with Section 2.132.20(g) hereof.
Appears in 1 contract
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal
to 1. 00% of the Borrower shall also pay any amounts owing pursuant aggregate principal amount of such prepayment or the aggregate principal amount subject to Section 2.16such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.
Appears in 1 contract
Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days' notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penalty, subject together with accrued interest to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof prepaid and amounts, if any, required to be prepaidpaid pursuant Section 8.4(c) as a result of such prepayment; provided that, if a notice of that each prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by pursuant to this Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing 2.5(a) shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment of a Revolving Borrowing .
(b) TWC shall be applied ratably to repay the Revolving Loans included Credit Advances in a principal amount equal to 100% of all Excess Proceeds on each Excess Proceeds Payment Date in respect of such Excess Proceeds.
(c) Additionally, if at any date the prepaid Borrowing. Prepayments sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate 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 Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the 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.
(d) At the time of each payment pursuant to Section 2.5(b) or 2.5(c) by a Borrower, such Borrower shall be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any 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 Credit issued at the request of such Borrower and, second to be deposited in the ▇▇ ▇▇▇▇ Collateral Account in respect of such Borrower.
(e) All amounts 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 fourth to be deposited in one or more ▇▇ ▇▇▇▇ Collateral Accounts to the extent any Letters of Credit are outstanding.
Appears in 1 contract
Prepayments. (a) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan, and the Borrower may at any time and from time to time prepay any Borrowing the Borrower Loan in whole or in part, without premium on any date, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loan (or penaltythe portion thereof being prepaid), subject accrued interest to prior notice in accordance with paragraph (e) of the prepayment date, and any outstanding and unpaid Additional Payments due under this Section 2.11Loan Agreement; provided, however, that if a Eurodollar Loan is prepaid on after any day other than partial prepayment, the last day remaining outstanding principal amount of the Interest Period applicable theretoLoan shall not be less than $100,000. The Borrower shall provide the Lender written notice of any such prepayment at least 10 days in advance thereof. Upon any prepayment in part of the Borrower Loan, the prepayment shall be applied first to interest accrued thereon, and any outstanding and unpaid Additional Payments, and next to the principal component of the Borrower shall also pay any amounts owing pursuant to Section 2.16Loan, as applicable, in the inverse order of date due.
(b) Except The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan in whole or in part at any time from insurance or condemnation proceeds pursuant to Article IX hereof by paying some or all of the outstanding principal amount of the applicable Loan, accrued interest on the applicable Loan to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement.
(c) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan, and Borrower shall prepay the Borrower Loan in full immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by paying the outstanding principal amount of the Loan, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement.
(d) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan in full immediately and the Borrower shall prepay the Borrower Loan in full immediately upon demand of the Issuer after the occurrence of a Determination of Taxability by paying the outstanding principal amount of the Loan, interest at the Gross Up Rate to the date of prepayment as required by Section 4.01(b), and any outstanding and unpaid Additional Payments due under this Loan Agreement, plus an amount necessary to supplement the Prior Interest Payments to the Gross-Up Rate pursuant to Section 4.01(b).
(e) On the Prepayment Date (as may be extended pursuant to Section 4.16 hereof), the Issuer shall, to the extent funds are received from the Borrower, prepay the Issuer Loan in full and the Borrower shall, on the Prepayment Date , prepay the Borrower Loan in full, together with all unpaid and accrued interest on the Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all other amounts payable in accordance with this Loan Agreement. Not later than 180 days prior to the Prepayment Date (as may be extended pursuant to Section 4.16 hereof), the Borrower may in writing request an extension of the Loan to a date up to and including November 1, 2045. The Lender shall, not later than 60 days following receipt of the Borrower’s written request for Overadvances permitted under Section 2.5an extension, in provide a written response to the event Borrower indicating whether such extension is approved and on the new Applicable Loan Rate, Prepayment Date, any applicable prepayment premiums and an amended Exhibit D. Any failure of the Lender to respond shall be construed as a denial of the request. If such occasion that new Applicable Loan Rate and Prepayment Date are not acceptable to the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseBorrower, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) Loan on the Prepayment Date. In connection with the event and on each occasion that any Net Cash Proceeds are received by or on behalf extension of the Borrower or any Guarantor in respect of any Prepayment EventLoan, the Borrower shallshall cause to be delivered to the Issuer a notice of such extension and the new Applicable Loan Rate, five Business Days after Prepayment Date and amended Exhibit D, and to the Issuer and the Lender an opinion of Special Counsel that such Net Cash Proceeds are received by extension will not, in and of itself, adversely affect the exclusion of the interest on the Issuer Loan from the gross income of the recipients thereof for purposes of federal income taxation. The Lender, the Issuer and the Borrower or shall enter into an amendment to this Loan Agreement to reflect the terms of any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment extension of the Loans as set forth in Section 2.11(d).
(d) All such amounts Loan pursuant to this Section. Notwithstanding the foregoing, any extension of the Prepayment Date pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, 4.16 hereof shall not be subject to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance conditions of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to this Section 2.164.08(e).
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Loan Agreement
Prepayments. Subject, in the case of CP Rate Loans and LIBOR Loans, to the funding indemnification provisions of Section 4.3:
(a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in partvoluntarily prepay, without premium penalty or penaltypremium, subject all outstanding Advances, or, in a minimum aggregate amount of $1,000,000 per Group (or a larger integral multiple of $1,000,000 per Group), any portion of the outstanding Advances by giving prior written notice to prior notice in accordance the Co-Agents (each, a "Prepayment Notice"): (i) given within the Required Notice Period with paragraph respect to each Pool Funded Conduit's Loans so prepaid and (eii) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid providing for such prepayment to occur on any day other than the last day of the Interest CP Tranche Period applicable with respect to Gotham's CP Rate Loans so prepaid; provided that each such prepayment of principal complying with the provisions of this section or otherwise is accompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with all amounts (if any) due under Section 4.3 and any Broken Funding Costs (if any) due because of such prepayment, and is made between the Conduits in such proportions so that after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Conduit shall be in proportion to such Conduit's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. The Co-Agent's agree to use their best efforts to accommodate any request by Borrower shall also pay to prepay any amounts owing pursuant portion of the outstanding Advances in any manner other than as required herein to Section 2.16minimize any Broken Funding Costs associated with such prepayment.
(b) Except for Overadvances permitted under Section 2.5If, in on any Business Day, the event and on such occasion that aggregate outstanding principal amount of the total Revolving Exposure Loans from the Blue Ridge Group exceeds the lesser of (A) Blue Ridge Allocation Limit, or the aggregate Revolving principal amount of the Loans outstanding from Blue Ridge exceeds the Blue Ridge Liquidity Banks' Liquidity Commitments or (B) pursuant to the Borrowing BaseBlue Ridge Liquidity Agreement divided by 102%, the Borrower shall prepay such Loans by wire transfer to the Revolving Loans, LC Exposure and/or Swingline Loans in Blue Ridge Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an aggregate amount equal sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid.
(c) In the event and If, on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment EventBusiness Day, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate outstanding principal amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance from the Gotham Group exceeds the Gotham Allocation Limit, or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably the Loans outstanding from Gotham exceeds the Gotham Liquidity Banks' aggregate Liquidity Commitments pursuant to the Revolving Gotham Liquidity Agreement divided by 102%, Borrower shall prepay such Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest wire transfer to the extent required by Section 2.13.Gotham Agent received not later than
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
Prepayments. (a) The Borrower may may, upon at any time and from time least five (5) Business Days' notice to time the Bank, prepay any Borrowing the Note in whole or in part, part with accrued interest to the date of such prepayment on the amount prepaid without penalty or premium or penalty, (but subject to prior notice payment of break-funding costs, if any, of the Bank in accordance with paragraph (e) the case of this Section 2.11; a prepayment on a day other than the last day of an Interest Period), provided, that each partial prepayment shall be in a principal amount of not less than Fifty Thousand Dollars ($50,000.00) and the Borrower pays to the Bank any and all other fees and charges then due hereunder and under the other Loan Documents in connection with such prepayment. All partial prepayments shall be applied to principal in the inverse order of maturity. Without limiting the foregoing, if a Eurodollar Loan the Note is prepaid on any day other than the last day of the an Interest Period applicable thereto, the Borrower shall also pay to the Bank any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion loss or expense that the total Revolving Exposure exceeds the lesser Bank may sustain or incur as a consequence of (Ai) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received a default by the Borrower or in making any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, Note after the Borrower has given a notice thereof to the extent they arise from casualties Bank in accordance with the provision of this Agreement or losses to cash or Inventory(ii) shall be applied, first to prepay the making of any Protective Advances and Overadvances prepayment (irrespective of the timing of any notice) on a day that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the an Interest Period applicable thereto with respect thereto. Any such loss and/or expense shall be accompanied by include any amounts owing pursuant amount equal to Section 2.16.
the excess, if any, of (ea) The Borrower shall notify the Administrative Agent (and, in amount of interest that would have accrued on the case of prepayment of amount so prepaid for a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before period from the date of such prepayment or to the last day of such Interest Period at the applicable rate of interest for such Note, excluding the applicable LIBOR Margin, over (iib) the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before London interbank market. A statement as to any amount payable pursuant to this Section 2.04 submitted to the date of prepayment. Each such notice Borrower by the Bank shall be irrevocable and conclusive in the absence of manifest error. This provision shall specify survive the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given payment in connection with a conditional notice of termination full of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Note.
Appears in 1 contract
Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, without premium or penalty, part subject to prior notice in accordance with paragraph (e) the requirements of this Section 2.11without penalty or premium; provided, that (i) if the Borrower has entered into an agreement for a Eurodollar Loan is prepaid on Change of Control or the Borrower or any day other than Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, in either case after the last day of the Interest Subject Period applicable thereto(as defined below), the Borrower may only prepay the Loans at a prepayment amount equal to the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment, and (ii) if the Borrower optionally prepays any portion of the Loans pursuant to Section 2.3(a) during the period commencing on the Restatement Effective Date and ending on the first anniversary thereof (the "Subject Period"), the Borrower shall also pay any amounts owing pursuant to Section 2.16.the Agent, for the ratable benefit of the Lenders, an amount equal to the applicable Prepayment Premium Amount applicable to the amount so prepaid, which Prepayment Premium Amounts shall be due and payable on the respective dates of prepayment; provided, that:
(bI) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay not be required to pay any such Prepayment Premium Amount unless the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal of all prepayments made during the Subject Period exceed $15,000,000 in total, in which case the Borrower shall be required to pay Prepayment Premium Amounts in accordance with the foregoing in respect of all prepayments of Loans made during the Subject Period (excluding the first $15,000,000 of such excess.prepayments made during the Subject Period); and
(cII) In if, during the event Subject Period:
(1) the Borrower shall have delivered to the Agent a term sheet, commitment letter or letter of intent describing the material terms of a proposed Specified Acquisition (the "Presented Terms");
(2) the Loan Obligations are either (x) prepaid in full in cash from the proceeds of any refinancing made by any financial institution other than CapitalSource Finance LLC and on each occasion that any Net Cash Proceeds are received by or on behalf is not an Affiliate of the Borrower (a "Third Party Financing Source") or (y) purchased in full by a Third Party Financing Source at par (plus accrued and unpaid interest, fees and other amounts then due and owing) (any Guarantor transaction of the type described in respect this clause (2) is referred to as a "Third Party Refinancing"); and
(3) (x) such Third Party Refinancing occurred within sixty (60) days after the Agent shall have notified the Borrower in writing that the Required Lenders intend to withhold consent to a Specified Acquisition based on the Presented Terms and (y) prior to the occurrence of any Prepayment Eventsuch Third Party Refinancing, the Borrower shall, five Business Days after such Net Cash Proceeds are received by related Third Party Financing Source shall have consented in writing to the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% consummation of such Net Cash Proceeds; provided, however, if Specified Acquisition on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, terms substantially similar to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.Presented Terms;
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Prepayments. (a) The applicable Borrower may at any time and from time to time voluntarily prepay any Borrowing Loans in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other Minimum Amount after delivering an irrevocable Requisite Notice not later than the last day Requisite Time for prepayments. The Administrative Agent will promptly notify each Lender thereof and of such Lender’s Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to all outstanding Loans of such Borrower borrowed on the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16same day.
(b) Except If for Overadvances permitted under Section 2.5, in any reason either (i) the event and on such occasion that the total Revolving Exposure exceeds the lesser sum of (A) the aggregate Revolving Commitments or LC Exposure of all Lenders, (B) the Borrowing Baseaggregate principal amount of all Dollar Loans made by all Lenders and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, exceeds the Borrower combined Commitments in effect at any time or (ii) the Equivalent Amount of the 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 the Revolving Loans, LC Exposure and/or Swingline or cause one or more Foreign Borrowers to immediately prepay Loans in an aggregate amount equal sufficient to cure such excessoverage.
(c) In Any prepayment of an IBOR Loan shall be accompanied by all accrued interest thereon, together with the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as costs set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)3.05.
(d) All such amounts The Company or the Guarantor may from time to time elect to prepay pursuant to Section 2.11(c) (as to the Company Guaranty all or part of any insurance Foreign Currency Loan of a Foreign Borrower and such prepayment by the Company or condemnation proceeds, the Guarantor shall be made in the manner and subject to the extent they arise from casualties or losses to cash or Inventory) shall terms that a prepayment would be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined made by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Foreign Borrower under this Agreement.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
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Sources: Credit Agreement (SAIC, Inc.)
Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows:
(a) The Borrower may at any time (and from time shall provide notice thereof to time prepay any Borrowing in whole or in partthe Administrative Agent not later than 10:00 a.m. (New York City time) on the date of prepayment, without premium or penaltyand the Administrative Agent shall promptly distribute copies thereof to the Lenders), subject to prior and if such notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Eventgiven, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations outstanding principal amounts of Loans made as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment part of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agentsame Borrowing, in its Permitted Discretion. Prepayments of any Eurodollar Loan whole or ratably in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (andpart, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder together with (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before accrued interest to the date of such prepayment or on the principal amount prepaid and (ii) in the case of prepayment of an ABR Revolving BorrowingEurodollar Rate Loans, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal any amount of each Borrowing or portion thereof payable to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each pursuant to Section 4.04(b); provided, however, that (a) each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of not less than $500,000 5,000,000 or a whole an integral multiple thereof. Each prepayment of a $1,000,000 in excess thereof and (b) the Borrower shall not prepay any Facility B Loans unless and until all Facility A Loans have been prepaid in full in cash.
(b) On the date of any termination or optional or mandatory reduction of the Facility A Revolving Borrowing Commitments pursuant to Section 2.03, the Borrower shall be applied ratably pay or prepay the principal outstanding on the Facility A Revolving Loans in full in cash in an amount equal to the excess of (i) the sum of the aggregate principal amount of the Facility A Revolving Loans included in outstanding (after giving effect to all Extensions of Credit to be made on such date and the prepaid Borrowing. Prepayments shall be accompanied by application of the proceeds thereof) over (ii) the aggregate amount of the Facility A Revolving Commitments (following such termination or reduction, if any), together with (x) accrued interest to the extent date of such prepayment on the principal amount repaid and (y) in the case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 4.04(b). Any payments and prepayments required by Section 2.13this subsection (b) shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.
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Prepayments. (a) The Borrower may at If for any time reason (i) if outstanding Revolving Loan and from time to time prepay any Borrowing in whole or in partL/C Credit Extensions exceed the Aggregate Revolving Commitments, without premium or penalty, subject to prior notice in accordance with paragraph and/or (eii) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) Total Outstandings exceed the Borrowing Base, the Borrower Borrowers shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(b) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent that any such L/C Obligations are not already Cash Collateralized) with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section hereof.
(c) In The Borrowers shall prepay the event Loans and on each occasion Cash Collateralize the L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent that any such L/C Obligations are not already Cash Collateralized) in an amount equal to the Net Cash Proceeds are received by or a Loan Party on behalf account of the Borrower or any Guarantor in respect of any a Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to Upon the expiration of any insurance Letter of Credit, or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determinedany Letter of Credit, the allocation and application of those proceeds Borrowers shall be determined immediately prepay the Loans then outstanding with the cash collateral held by the Administrative Agent, applicable L/C Issuer on account of such Letter of Credit in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant an amount equal to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment the expiration of a Eurodollar Revolving Borrowingsuch Letter of Credit, not later than 2:00 p.m.the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to giving effect to such prepayment, Chicago time, three Business Days before the date of prepayment or and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before any reduction in the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such Letter of Credit, (A) the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to giving effect to such prepayment minus (B) the amount of cash collateral required to Cash Collateralize the aggregate undrawn amount available to be prepaid; provided thatdrawn on such Letter of Credit, if a notice of prepayment is given in connection with a conditional notice of termination of after giving effect to the Commitments as contemplated by Section 2.9reduction thereof, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating 2.03(f).
(e) Prepayments made pursuant to a Revolving BorrowingSections 2.04(b), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing (c) and (d) above, first, shall be applied ratably to the outstanding Revolving Loans included in the prepaid Borrowing. Prepayments Loans; second, shall be accompanied by accrued interest used to Cash Collateralize the remaining L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent required that any such L/C Obligations are not already Cash Collateralized); third, shall be applied ratably to the outstanding Term Loan; and fourth, the amount remaining, if any, after the prepayment in full of all Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by Section 2.13the Borrowers for use in the ordinary course of their business. 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 Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer.
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Prepayments. (a) When Borrower sells or otherwise disposes of any Collateral other than Inventory in the ordinary course of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions and all taxes related to such sales), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Lender. The Borrower foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Revolving Advances in such order as Lender may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penaltydetermine, subject to prior notice Borrower's ability to reborrow Revolving Advances in accordance with paragraph the terms hereof; provided, however, that, that so long as no Event of Default has occurred and is continuing, such repayments shall be first applied to Domestic Rate Loans before being applied to Eurodollar Rate Loans. Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of Collateral not to exceed $500,000 in any single transaction and $2,500,000 in the aggregate in any fiscal year and retain such net proceeds solely to acquire replacement Collateral without making a mandatory prepayment hereunder so long as (a) the fair market value of the acquired Collateral is equal to or greater than the fair market value of the Collateral which was sold, (b) the acquired Collateral is purchased by Borrower within thirty (30) days of the sale of the Collateral, (c) the acquired Collateral shall be deemed to be acceptable Collateral by Lender in its reasonable discretion, (d) the acquired Collateral shall be subject to Lender's first priority security interest created hereunder and (e) until such time as the proceeds are used to acquire such replacement Collateral, at Lender's option, either (i) such proceeds shall be held by Lender as cash collateral for the Obligations pursuant to terms acceptable to Lender in its sole discretion or (ii) such proceeds shall be applied as a repayment of Revolving Advances and a reserve against loan availability under Section 2.1(a) in the amount of such repayment shall be established. Such cash collateral or loan availability reserve, as the case may be, shall be released by Lender only in connection with the making of a Revolving Advance to be used by Borrower solely for the purposes of funding the acquisition of replacement Collateral pursuant to the terms of this Section 2.112.12; provided, however, that if nothing contained herein shall waive or modify any conditions to the making of Revolving Advances or any other provisions of this Agreement. If Borrower fails to meet the conditions set forth above Lender may apply the proceeds held by Lender as a Eurodollar Loan is prepaid on any day other than the last day prepayment of the Interest Period applicable thereto, Advances in the Borrower shall also pay any amounts owing pursuant to Section 2.16manner set forth above.
(b) Except for Overadvances permitted under Subject to the provisions of Section 2.54.11, Lender shall apply the proceeds of any insurance settlements from casualty losses which are received by Lender to the outstanding Advances in such order as Lender may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excessterms hereof.
(c) In Borrower shall have the event right, upon not less than three Business Day's notice to Lender, to terminate this Agreement without premium or penalty and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below whole (but not in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(dpart).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the effective date of prepayment or (ii) termination specified in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Termination Date.
Appears in 1 contract
Prepayments. (a) The Borrower may shall be entitled to prepay the Notes at any time upon twenty days prior written notice to the Lender. In such event of a prepayment of all or part of the principal amount of the Convertible Term Note, the Borrower shall be required to pay the Lender, upon prepayment of all or part of the principal amount before final maturity, a prepayment indemnity (“Prepayment Fee”) equal to the greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the principal amount of the Convertible Term Note or portion of the Convertible Term Note to be prepaid from (b) the Net Present Value of the Convertible Term Note or portion of the Convertible Term Note to be prepaid on such Prepayment Date; provided, however, that the Prepayment Fee shall not in any event exceed the maximum prepayment fee permitted by applicable law.
(b) In calculating the amount of the Prepayment Fee, the Lender is hereby authorized by the Borrower to make such assumptions regarding the source of funding, redeployment of funds and from time other related matters, as the Lender may deem appropriate. If the Borrower fails to time pay any Prepayment Fee when due, the amount of the Prepayment Fee shall thereafter bear interest until paid at the Default Rate (computed on the basis of a 360-day year, actual days elapsed). Any prepayment of principal shall be accompanied by a payment of interest accrued to date thereon; and the prepayment shall be applied to the principal installments in the inverse order of their maturities. All prepayments shall be in an amount of at least $100,000 or, if less, the remaining entire principal balance of the Note being prepaid.
(c) Notwithstanding any other prepayment limitations in the Notes, the Borrower may prepay the principal balance of the Convertible Term Note not more than twice during the term of the Convertible Term Note without the prior consent of the Lender and without paying the Prepayment Fee, so long as the aggregate amount of the prepayments does not exceed $478,500 (30% of the original principal balance of the Convertible Term Note) and the prepayment in any Borrowing calendar year does not exceed $239,250 (15% of the original principal balance of the Convertible Term Note). Any prepayment in whole the aggregate in excess of $478,500 or any prepayments in excess of $478,500 in a calendar year or any prepayments in excess of two shall be subject to the Prepayment Fee. Prepayments made without the Prepayment Fee pursuant to this paragraph are not subject to the $100,000 minimum prepayment restriction. If the prepayment is due to Borrower’s failure to comply with the Lender’s minimum Debt Service Coverage requirement, as of the date of prepayment the remaining principal balance of the Notes (after the prepayment) will be re-amortized over the remaining term of the original amortization period.
(d) BORROWER HEREBY EXPRESSLY (I) WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO PREPAY THE CONVERTIBLE TERM NOTE, IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE MATURITY DATE, AND (II) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THE CONVERTIBLE TERM NOTE IS MADE UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE BY LENDER ON ACCOUNT OF ANY EVENT OF DEFAULT BY BORROWER INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR FURTHER ENCUMBRANCE PROHIBITED OR RESTRICTED BY THE DEED OF TRUST SECURING THE PAYMENT OF THE CONVERTIBLE TERM NOTE, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY WITH THAT PREPAYMENT THE PREPAYMENT FEE SPECIFIED IN THE FOREGOING PARAGRAPHS. BY EXECUTING THIS NOTE, BORROWER HEREBY DECLARES THAT LENDER’S AGREEMENT TO MAKE THE LOAN EVIDENCED BY THE CONVERTIBLE TERM NOTE AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THE CONVERTIBLE TERM NOTE CONSTITUTES ADEQUATE CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY BORROWER, FOR THIS WAIVER AND AGREEMENT. The unpaid principal balance of the Construction Note and accrued interest thereon may be prepaid in full or in part, without premium or penaltypenalty (except as provided in Section 2.4 hereof). Any partial prepayment shall be applied by Lender to the Notes, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.162.3 hereof.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Indenture
Prepayments. The Authority shall not accept, nor permit the Trustee to accept a Prepayment from the Borrower, unless a Coverage Requirement Certificate is provided to the Trustee which, in addition to containing the requirements of Section 6.16 of the Loan Agreement also shows that the proceeds of such prepayment received by the Authority shall be in an amount not less than the aggregate of (i) the amount to be prepaid; (ii) any interest and Fees and Charges on the Loan accrued through the date of receipt of the proceeds of the Prepayment remaining unpaid; (iii) to the extent not otherwise paid by the Borrower, the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under of Section 2.57.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, if any; and (v) the costs and expenses of the Authority in effecting the event and on purchase or redemption of such occasion that Bonds, less the total Revolving Exposure exceeds the lesser sum of (A) the aggregate Revolving Commitments amount of applicable moneys available for withdrawal from the Debt Service Reserve Fund and the Debt Service Fund with respect to the application to the purchase or redemption of the Bonds in accordance with the terms and provisions of this Indenture, as determined by the Authority, and (B) the Borrowing Baseamount of any other legally available funds of the Authority transferred or directed by the Authority to be transferred to the Redemption Fund in connection with such purchase or redemption. If a prepayment is thus accepted, the Borrower Trustee shall prepay notify S&P, if S&P is then rating the Revolving LoansBonds, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Prepayment.
Appears in 1 contract
Sources: Indenture of Trust
Prepayments. (a1) The Borrower Company may at any time and from time to time prepay any Borrowing Prime Rate Loans in whole or in partpart at any time, without premium or penalty, subject it being acknowledged and agreed that LIBO Rate Loans may not be voluntarily prepaid prior to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the their applicable Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16Periods.
(b2) Except If, as of any date and for Overadvances permitted under Section 2.5any reason, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) amount of all Loans outstanding exceed the Borrowing BaseCash Advance Sublimit, the Borrower Company shall prepay the Revolving Loans, LC Exposure and/or Swingline immediately repay Loans in an aggregate amount equal to such excess.
(c3) In If, as of any date and for any reason, the event aggregate amount of all Loans and on each occasion that any Net Cash Proceeds are received by or on behalf Outstanding Letters of Credit and L/C Drawings exceeds the lesser of the Borrower Revolving Facility Credit Limit or any Guarantor in respect of any Prepayment Eventthe Borrowing Base, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Company shall immediately prepay the Obligations as set forth in Section 2.11(d) below Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceedsexcess and, to the extent they arise from casualties or losses that outstanding Loans are less than such excess amount, deliver to the Agent cash or Inventorycollateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (and the Company hereby grants to the Agent a first priority security interest in such cash collateral) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay for the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16remaining Obligations.
(e4) If, as of any date and for any reason, the Equivalent Amount of Loans, Outstanding Letters of Credit and unrepaid L/C Drawings denominated in an Agreed Currency other than Dollars exceed the Multicurrency Sublimit, the Company shall immediately prepay Loans in an aggregate amount equal to such excess and, to the extent that outstanding Loans are less than such excess amount, deliver to the Agent cash collateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (and the Company hereby grants to the Agent a first priority security interest in such cash collateral) for the remaining Obligations.
(5) The Borrower Company shall notify the Administrative Agent (and, pay in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of connection with any prepayment hereunder (i) in the case of all interest accrued but unpaid on Loans to which such prepayment of a Eurodollar Revolving Borrowingis applied, not later than 2:00 p.m., Chicago time, three Business Days before the date of and all prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatpremiums, if a notice of any, on LIBO Rate Loans to which such prepayment is given in connection applied, concurrently with a conditional notice of termination of payment to the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt Agent of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13amounts.
Appears in 1 contract
Sources: Credit Agreement (Osi Systems Inc)
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.
Appears in 1 contract
Prepayments. (a) The Except as otherwise provided herein, Borrower may at any time and from time shall not have the right to time prepay any Borrowing the Loan in whole or in part. On and after the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Lockout Release Date”), without premium or penaltyBorrower may, subject to provided no Event of Default has occurred and is continuing, at its option and upon ten (10) Business Days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion) (a “Prepayment Notice”), prepay the Debt in whole on any date without payment of the Yield Maintenance Premium. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”), plus all other amounts then due under the Loan Documents. ▇▇▇▇▇▇▇▇ hereby agrees that in the event ▇▇▇▇▇▇▇▇ delivers a Prepayment Notice and fails to prepay the Loan in accordance with paragraph (e) the Prepayment Notice and the terms of this Section 2.11; provided2.7 (a “Prepayment Failure”), that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5Lender, in the event on demand, all out-of-pocket costs and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received expenses incurred by or on behalf of the Borrower or any Guarantor in Lender with respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “such Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Failure.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Loan Agreement
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Obligations, the Tranche B-II 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Liens on, security interests in or pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Level 3 Communications Inc)
Prepayments. (a) The Borrower may at any time and may, from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than Business Day, upon at least one Business Day’s notice to the last day of Funds Administrator stating the Interest Period applicable theretoproposed date and aggregate principal amount thereof, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on if such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Eventnotice is given, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth outstanding principal amount of the Prime Rate Loans (including any Swingline Loan) comprising part of the same Borrowing in Section 2.11(d) below whole or ratably in an aggregate amount equal to 100% of such Net Cash Proceedspart; provided, however, if on that any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing such Prime Rate Loans shall be in an aggregate principal amount of not less than $500,000 100,000. The Borrower may from time to time upon at least three Business Days’ notice to the Funds Administrator stating the proposed date and the aggregate principal amount thereof, and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Fixed Rate Loans comprising part of the same Borrowing in whole or a whole ratably in part; provided, that any partial prepayment of such Fixed Rate Loans shall be in an aggregate principal amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Subject to the preceding two sentences, Borrower may apply any optional prepayment of the Loans to such portions of the Loans as the Borrower may elect.
(b) The Borrower shall from time to time prepay the Loans comprising part of the same Borrowing in such amounts as shall be necessary so that at all times the aggregate amount of Loans outstanding shall not be in excess of the Total Commitment. Any prepayment required by this Section 2.08(b) shall be due on the date such prepayment accrues pursuant to the preceding sentence.
(c) Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Fixed Rate Loans included in the prepaid Borrowing. Prepayments shall be accompanied by a prepayment of accrued interest to the extent required date of such prepayment on the principal amount prepaid. In the event of any prepayment of a Fixed Rate Loan, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.12. Unless otherwise specified by Section 2.13the Borrower, all mandatory prepayments of the Loans shall first be applied to Prime Rate Borrowings, and second to such Fixed Rate Borrowings as the Funds Administrator may select.
Appears in 1 contract
Sources: Credit Agreement (Kirby Corp)
Prepayments. (a) The Borrower may at any time and from time elect to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid Adjusted Net LIBOR Rate Loans only on any day other than the last day of the applicable Interest Period, provided, that in the event of the prepayment of any such Loans, including any automatic prepayment through the required application by Foothill of proceeds of Accounts and other Collateral received by Foothill, on a date other that the last day of an Interest Period applicable theretofor any reason, the Borrower shall also pay any amounts owing including, without limitation, acceleration pursuant to Section 2.164(b) hereof or pursuant to the Agreement, Borrower shall indemnify Foothill for Funding Losses which may arise in connection with such payment. Notwithstanding anything to the contrary contained herein, if the outstanding Loans are reduced below the balance of the outstanding Adjusted Net LIBOR Rate Loans by virtue of automatic prepayment from proceeds of Accounts and other collateral, then Foothill will automatically make an advance to Borrower so that the outstanding Loans will equal the outstanding Adjusted Net LIBOR Rate Loans so long as Borrower has sufficient borrowing availability under the formulas set forth in the Agreement and subject to the reserves and applicable sublimits thereunder.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount with respect to which the Borrower has exercised the LIBOR Option exceeds eighty percent (80%) of the Borrower or amount of Loans actually outstanding at any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateraltime, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt addition to all other rights and remedies of Foothill, Foothill may, at its option, require that such proceeds, such Adjusted Net Cash Proceeds shall be applied LIBOR Rate Loans cease to accrue interest at the end of Adjusted Net LIBOR Rate. In such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determinedevent, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.Adjusted Net
Appears in 1 contract
Prepayments. (a) The Borrower Voluntary: Prepayments under the Junior DIP Facility may be made at any time and from time without premium or penalty (other than breakage costs to time prepay any Borrowing the extent applicable) except as set forth below. Voluntary prepayments of the exit term loans, in whole or in part, without with the proceeds of a refinancing (including a repricing transaction under the Definitive Financing Documentation) shall be at par plus accrued interest plus a premium. The premium or penaltyshall initially be 2% of the aggregate principal amount prepaid, from and after the first anniversary of the Effective Date to the second anniversary thereof, shall be 1% and, from and after the second anniversary of the Effective Date, shall be 0%. Voluntary prepayments will be applied first to the payment in full of the New Money Loans prior to being applied to prepay the Rolled-Up Loans. Mandatory: Mandatory prepayments will be limited to the following: (i) 100% of the net cash proceeds from debt issuances other than permitted debt, (ii) 100% of the net cash proceeds of insurance/condemnation and other extraordinary events, subject to prior notice in accordance with paragraph reinvestment rights to be agreed and other customary exceptions and (eiii) 80% of this Section 2.11; providedthe net cash proceeds of asset sales up to $20 million, and 100% of the net cash proceeds of asset sales above $20 million (other than (i) the Specified Sale and (ii) assets over which the lenders under the ABL facility have a first priority lien to the extent such net cash proceeds are required to be applied thereunder), that if a Eurodollar Loan is prepaid on any day other than are allocated and paid to the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
Debtors’ estates (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion provided that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) 6 It is understood that on and after the Borrowing BaseEffective Date, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, default interest rate will apply after the occurrence and during the continuance of any event of default. Debtors shall use commercially reasonable efforts to ensure that net cash proceeds of asset sales are allocated and paid to the Borrower or its U.S. guarantor subsidiaries as promptly as practicable and to the maximum extent possible and such net cash proceeds will be applied to the prepayment of the Junior DIP Facility at such time that they are allocated and paid to the Borrower or its U.S. guarantor subsidiaries and (B) to the extent that (I) an asset sale involves the sale of collateral securing the Junior DIP Facility or the sale of stock or assets held directly or indirectly by an entity the shares of which have been pledged to the lenders as collateral (other than shares of or assets held by a Default foreign subsidiary that is not a guarantor) and (II) the percentage of net cash proceeds of such asset or Event stock sale that is allocated and paid to the Borrower and its guarantor subsidiaries is less than a threshold to be agreed and the total amount of Defaultnet cash proceeds of the sale exceeds an amount to be agreed, the method of allocation of the net cash proceeds of such an asset or stock sale shall be reasonably acceptable to the Required Lead Lenders), subject to limited customary exceptions, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) prepayment of the definition Junior DIP Facility. With respect the net cash proceeds of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (andSpecified Sale, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) 100% of the first $200 million in net cash proceeds allocated and paid to the case of Debtors’ estates shall be applied to the prepayment of a Eurodollar Revolving Borrowingthe New Money Loans, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or and (ii) to the extent aggregate net cash proceeds from the Specified Sale exceed the Minimum Proceeds Amount, 75% of net cash proceeds in excess of the case Minimum Proceeds Amount that are allocated and available to the Debtors’ estates shall be used to prepay obligations outstanding under the Junior DIP Facility. In addition to the foregoing, from and after the Effective Date, Excess Cash Flow (to be defined in a manner to be agreed) shall be used to prepay obligations outstanding under the exit facility as follows: (i) the Excess Cash Flow prepayment shall be triggered only if there is an $800 million consolidated worldwide cash balance at the end of prepayment the fiscal year for which Excess Cash Flow is being calculated (the “Cash Trigger”), (ii) subject to clause (v) below, 50% of the Excess Cash Flow above the Cash Trigger shall be used to prepay obligations outstanding under the exit facility, (iii) Excess Cash Flow will be tested on an ABR Revolving Borrowing, not annual basis no later than 2:00 p.m.June 30 of each year, Chicago timewith prepayments beginning in 2015 (for any Excess Cash Flow for 2014), one Business Day before the date of prepayment. Each such notice (iv) subject to clause (v), Excess Cash Flow prepayments shall be irrevocable and shall specify made within 45 days following the prepayment date and delivery of test results to the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked lenders in accordance with Section 2.9. Promptly following receipt clause (iii) of any such notice relating to a Revolving Borrowing, the Administrative Agent this paragraph and (v) Excess Cash Flow prepayments shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall not be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest required (A) to the extent it would cause liquidity to fall below the Cash Trigger or the required Minimum U.S. liquidity covenant level or (B) for so long as and in such amount as may be prohibited by Section 2.13law or regulation (including laws and regulations limiting the repatriation of funds by foreign subsidiaries). Mandatory prepayments will be applied first to the payment in full of the New Money Loans prior to being applied to prepay the Rolled-Up Loans. Any asset sale proceeds not required to be applied to prepayment of the Junior DIP Facility shall be available to the Borrower and its subsidiaries to use for their general corporate purposes, including, without limitation, making any distributions pursuant to the Plan. Representations and Warranties: Substantially consistent with those types of representations and warranties in the Existing DIP Facility, with certain exceptions to be agreed to account for the differences in the nature of the facilities and to give full effect to the terms specifically agreed to in this term sheet. The Definitive Financing Documentation shall require the Borrower to make the following representation as of the Closing Date (as defined below): “The Borrower believes in good faith, based upon information known to it as of the date hereof and assumptions believed by it to be reasonable as of the date hereof, that a Specified Sale shall have occurred on or prior to the Maturity Date for an aggregate gross cash purchase price at consummation of not less than the Minimum Proceeds Amount.” Covenants: The Junior DIP Facility shall also include a covenant providing for the immediate joint retention by the Debtors, the Creditors’ Committee and the ad hoc committee of holders of the Pre-Petition Second Lien Notes of an executive search firm to assist in identifying candidates for the post-emergence board of directors of reorganized Kodak. Substantially consistent with those types of affirmative and negative covenants in the Existing DIP Facility (with appropriate thresholds and baskets substantially consistent with the thresholds and baskets in the draft credit agreement posted on the KCC website on February 7, 2013) with certain exceptions to be agreed to account for the differences in the nature of the facilities7 and to give full effect to the terms specifically agreed to in this Term Sheet. Covenants shall include providing an updated 13 week forecast on a weekly basis and reporting against the most recent forecast provided, compliance with Milestones set forth on Annex II, and additional segment reporting to be reasonably acceptable to the Required Lead Lenders and the Company. The Junior DIP Facility shall include a covenant providing that intercompany loans or investments by the Borrower or its guarantor subsidiaries (“Loan Parties”) to subsidiaries that are not Loan Parties (“Non-Loan Parties”) shall not exceed $100,000,000, with such intercompany loan or investment to be structured as an intercompany note and pledged to the Collateral Agent for the benefit of the lenders.
Appears in 1 contract
Sources: Commitment Letter (Eastman Kodak Co)
Prepayments. The Peregrine Parties will not prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Peregrine Party under any Note (a) The Borrower a “Note Prepayment”), except that the Peregrine Parties may at make a Note Prepayment of any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoNotes if:
(1) prior to the making of such Note Prepayment, the Borrower Peregrine Parties shall also pay any have paid to Fleet in full the amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(dV.O.;
(2) below in at the time such Note Prepayment is made, no Monetary Default shall have occurred and be continuing;
(3) upon the later of the date on which the Peregrine Parties shall have reached an aggregate amount equal to 100% agreement with the holders of such Net Cash Proceeds; provided, howeverNotes as to the making of such Note Prepayment or, if such Note Prepayment is to be made from the proceeds of any Disposition, the date on any date which such Disposition shall be consummated, after giving effect to all Note Prepayments to be made on all Notes and after repaying in full all of the Borrower outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any Subsidiary Guarantor other secured credit facility of Peregrine (regardless of whether such Note Prepayments and such repayment is made concurrently with such Disposition) Peregrine shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other have unrestricted cash on hand of not less than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice $40,000,000;
(4) (a) such Note Prepayment shall be delivered in respect thereof within five Business Days after receipt made upon confirmation of an Acceptable Plan of Reorganization, or (b) on the date of such proceedsNote Prepayment, after giving effect to all Note Prepayments to be made on the Notes and after repaying in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine (regardless of whether such Net Cash Proceeds Note Prepayments is made concurrently with such repayment), Peregrine shall have unrestricted cash of not less than $40,000,000, or (c) Peregrine shall have provided projections reasonably satisfactory to Purchasers evidencing that Peregrine shall have sufficient liquidity to fund its operations through the Maturity Date after giving effect to such Note Prepayment and the repayment in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine, which projections shall be applied at certified by the end chief financial officer of Peregrine as being such chief financial officer’s good faith belief as to Peregrine’s projected performance during the period covered thereby and being based on reasonable assumptions;
(5) if, pursuant to the terms of such five-Business Day period toward the prepayment Note Prepayment, any portion of the Loans outstanding obligations under the Notes is to be paid over time, then such obligations shall be and remain unsecured (or, if secured, shall be secured by a lien junior to that of Purchasers on intercreditor subordination terms reasonably acceptable to Purchasers as set forth determined by the Bankruptcy Court in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (the event of any disagreement as to any insurance the reasonableness thereof) and the agreements or condemnation proceeds, instruments evidencing such obligations shall expressly provide that the obligations evidenced by such agreements or instruments is expressly subordinated in right of repayment to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rataPast Due Purchase Obligations, and second to prepay that the Revolving Loans (including Swingline Loans) without Purchasers may block payments upon a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or New Event of Default, all on terms and conditions reasonably satisfactory to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory Purchasers as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, Bankruptcy Court in its Permitted Discretion. Prepayments the event of any Eurodollar Loan in disagreement as to the case reasonableness thereof;
(6) prior to the making of any event described in clause (c) Note Prepayment Peregrine shall have provided to each Purchaser copies of all agreements related to all Note Prepayments to be made on the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.Notes; and
(e7) The Borrower each Purchaser shall notify have the Administrative Agent (and, in right to have all or any portion of its then outstanding Past Due Purchase Obligations repaid and/or restructured on the case same terms and conditions as such Note Prepayment contemporaneously with the making of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Note Prepayment.
Appears in 1 contract
Prepayments. (a) The Loans may not be voluntarily prepaid during the Lockout Period. Subject to Section 2.8(c), following the Lockout Period, the Borrower may shall have the right, at any time and from time to time time, to prepay the Loans. The Borrower shall give the Administrative Agent written notice no later than 1:00 p.m. (Eastern Time) not less than three (3) Business Days prior to any Borrowing such prepayment. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day), and the amount of such prepayment. Each such prepayment shall be in whole or in partan aggregate minimum amount of $500,000 and shall include the Yield Maintenance Premium, without premium or penaltyif applicable, subject to prior notice as well as interest accrued on the principal amount prepaid to, but not including, the date of payment in accordance with paragraph the terms hereof (e) or, in each case, such lesser amount constituting the amount of this Section 2.11; provided, that if a Eurodollar 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 2.16all Loans then outstanding).
(b) Except for Overadvances permitted under Section 2.5, in Within five (5) Business Days after the event and on such occasion that the total Revolving Exposure exceeds the lesser occurrence of (A) the aggregate Revolving Commitments or (B) the a Borrowing BaseBase Deficiency, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline outstanding principal amount of the Loans in an aggregate amount equal to the sum of (x) the aggregate amount necessary to eliminate such excessBorrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any; provided, however, that, no Yield Maintenance Premium shall be due and payable for an initial $4,000,000 of principal prepaid by the Borrower (calculated in the aggregate) in connection with cures of the Borrowing Base Deficiency.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf Voluntary prepayments of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds Loans shall be applied at first, to reduce any outstanding Lender Group Expenses and, second, in such order as the end of such five-Business Day period toward the prepayment of Borrower may direct. The Borrower may prepay the Loans as set forth in Section 2.11(d)subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment.
(d) All Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the voluntary prepayment of any Lender’s Loan if, at the time of such amounts prepayment (or on the next Interest Payment Date), the Borrower is or would be required to pay a gross up indemnity with respect to any Taxes pursuant to Section 2.11(c) (as to 10.11 or compensate such Lender for any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing increased costs pursuant to Section 2.162.11. Other than as set forth in the immediately preceding sentence and Section 2.8(b) above, Yield Maintenance Premium shall be due on any prepayment of any Loan prepaid prior to the Yield Maintenance Date.
(e) The Borrower shall notify the Administrative Agent (and, in the case If a Change of prepayment of a Swingline LoanManager Event occurs, the Swingline Lender) Borrower will, at the Lenders’ option (as provided by telephone (confirmed by facsimile) of any prepayment hereunder (i) Lenders in writing to Borrower and Agents), prepay the case of prepayment of a Eurodollar Revolving BorrowingLoans, not later than 2:00 p.m., Chicago time, three Business Days before plus accrued interest plus the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and Yield Maintenance Premium applicable to the principal amount of each Borrowing or portion thereof to be prepaid; provided thatthe Loan prepaid on such prepayment date, if any.
(f) If a notice Change of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving BorrowingControl Event occurs, the Administrative Agent shall advise Borrower will, at the Lenders’ option (as provided by Lenders of in writing to Borrower and Agents), prepay the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate Loans plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of $500,000 or a whole multiple thereof. Each the Loan prepaid on such prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13date, if any.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Hunt Companies Finance Trust, Inc.)
Prepayments. (a) The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Lender, which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at any time least $50,000 or the remaining principal balance outstanding on the Note) and from time shall be irrevocable and effective only upon receipt by the Lender, provided that interest on the principal prepaid, accrued to time the prepayment date, shall be paid on the prepayment date. The Borrower may not prepay any LIBOR Loans prior to the end of an Interest Period (provided that this sentence shall not affect the Borrower's obligation to prepay Loans pursuant to Sections 2.07(b) or (c) or Section 10.01 hereof).
(b) If, after giving effect to any termination or reduction of the Commitment pursuant to Section 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Commitment, the Borrower shall (i) prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.
(c) Upon any redetermination of the amount of the Borrowing Base in whole accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within thirty (30) days of receipt of written notice thereof: (i) prepay the Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if a Borrowing Base deficiency remains after prepaying all of the Loans because of LC Exposure, the Borrower shall pay to the Lender an amount equal to such Borrowing Base deficiency to be held as cash collateral as provided in Section 2.10(b) hereof.
(d) Upon any reduction pursuant to Schedule I, if the Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall on the date of such reduction prepay the Loans by the amount of such excess, together with interest thereon accrued to the date of such prepayment.
(e) Prepayments permitted or in part, required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of LIBOR Loans. Any prepayment made may be reborrowed subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16then effective Commitment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Borrower may shall not at any time and from prior to the Termination Date cause or permit the total Revolving Credit Exposures to exceed the Commitments. If at any time prior to time prepay any Borrowing in whole or in partthe Termination Date the total Revolving Credit Exposures exceed the Commitments at such time, Borrower shall, without premium demand or penaltynotice, subject promptly pay to prior notice the Agent such amount as may be necessary to eliminate such excess, which prepayment shall be applied as set forth in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.162.07(b).
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(ci) In the event and on each occasion after the Effective Date that a Prepayment Event described in clause (ii) of the definition of the term Prepayment Event occurs, the Borrower shall, promptly upon (and in any event not later than the third Business Day next following) the occurrence of such Prepayment Event subject to the provisions of subsection (b)(iii) below, pay to the Agent 100% of the amount of Net Cash Proceeds are received of such Prepayment Event to the Agent. All such prepayments under this subsection (b)(i) shall be applied as set forth in Section 2.07(b).
(ii) In the event and on each occasion after the Effective Date that a Prepayment Event that is an event described in clause (i) of the definition of the term "Prepayment Event" and is not excluded from the definition of such term pursuant to the proviso in such definition (an "Asset Sale Prepayment Event") occurs, the Borrower shall, promptly upon (and in any event not later than the third Business Day next following) receipt by or on behalf of the Borrower or any Guarantor Subsidiary thereof of the Net Proceeds from such Prepayment Event, pay 100% of the aggregate amount of Net Proceeds of all such Asset Sale Prepayment Events to the Agent, which amount, in the case of any Asset Sale Prepayment Event with respect to the American Queen, the Columbia Queen, the Cape Cod Light or the Cape May Light shall be reduced by any amounts required to be paid in connection with the MARAD Financing. All such prepayments under this subsection (b)(ii) shall be applied as set forth in Section 2.07(b).
(iii) In the event that the calculation of the Net Proceeds relating to any Prepayment Event included an estimate for income taxes that was at least $100,000 greater than the income taxes actually payable in respect of any Prepayment Eventthereof, the Borrower shall, five Business Days promptly after determining the amount of income taxes actually payable, pay the amount by which such Net Cash Proceeds are received by estimate exceeded the Borrower or any Guarantoramount of taxes actually payable to the Agent, prepay the Obligations which prepayment shall be applied as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d2.07(b).
(dc) All such amounts pursuant to Any payment required by this Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) 2.06 shall be appliedpayable without penalty or premium, first to prepay any Protective Advances and Overadvances that except as may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.09(d) with respect to any Eurodollar Rate Loan prepaid as a result thereof.
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Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, without premium or penalty, part subject to prior notice in accordance with paragraph (e) the requirements of this Section 2.11without penalty or premium; provided, provided that if the Borrower has entered into an agreement for a Eurodollar Loan is prepaid on Change of Control or the Borrower or any day other than the last day Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of the Interest Period applicable theretoControl, the Borrower shall also pay any amounts owing pursuant may only prepay the Loans at a prepayment amount equal to Section 2.16the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor Subsidiary in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered with respect to Net Proceeds from a Prepayment Event specified in respect thereof paragraphs (A) or (B) of the definition of Prepayment Event, the Borrower shall, within five three (3) Business Days after receipt of such proceeds, such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to such Net Proceeds; provided, that, on each Reinvestment Prepayment Date, the Loans shall be applied at repaid in an amount equal to the Reinvestment Prepayment Amount with respect to the Reinvestment Event.
(c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year that begins on January 1, 2005, for which there is any Excess Cash Flow, the Borrower shall prepay Loans in an aggregate amount equal to 75% of Excess Cash Flow for such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to subsection 5.1(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(dfiscal year).
(d) All such amounts In the event and on each occasion that the Borrower or any Subsidiary after the Closing Date receives cash proceeds from the sale of Capital Stock or other equity securities, or otherwise receives a cash capital contribution from any third Person, or raises any private or public capital in cash (other than cash proceeds received in connection with the exercise of options and warrants to acquire the common stock of the Borrower that are issued or outstanding on the date hereof or issued under a Plan or pursuant to Section 2.11(cthe Syndication Letter, or pursuant to anti-dilution provisions in such options or warrants or applicable thereto), the Borrower shall, within three (3) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, Business Days after the occurrence and during the continuance of a Default or Event of Defaultreceipt thereof, prepay Loans in an amount equal to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) 50% of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16net amount received.
(e) The Borrower shall notify Upon the Administrative Agent (and, in the case of prepayment occurrence of a Swingline LoanChange of Control, the Swingline LenderBorrower shall, within three (3) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before after the date occurrence thereof, prepay all of the Loans at a prepayment or (ii) in price equal to the case of prepayment of an ABR Revolving BorrowingFixed Early Prepayment Amount, not later than 2:00 p.m.plus accrued and unpaid interest, Chicago timeif any, one Business Day before to the date of prepayment.
(f) In the event of a prepayment hereunder, the Borrower shall give at least three (3) Business Days' irrevocable notice to the Agent and the Lenders, specifying the date, the reason for the prepayment and amount of prepayment. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date specified therein, together with any amounts payable pursuant to subsection 2.9 and accrued interest to such date on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing principal of the Loans pursuant to subsection 2.3(a) shall be applied ratably to pro rata against the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13remaining scheduled payments of principal under subsection 2.
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Prepayments. (ai) The Borrower Company may prepay all or part of this Note at any time and from time with no less than three (3) Business Days’ notice with accrued interest to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or on the principal amount prepaid.
(ii) Immediately upon the receipt of net cash proceeds by, or on behalf of, the Company or any of its Subsidiaries (if any) in respect of the case issuance or incurrence of prepayment Indebtedness not permitted under the Note Documents, the Company shall apply such net cash proceeds received from such issuance or incurrence of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before Indebtedness upon receipt thereof to prepay the outstanding principal balance of this Note with accrued interest to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount prepaid.
(iii) Upon a Change of each Borrowing or Control, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of prepayment on the principal amount prepaid and (B) any other amounts then due and payable hereunder.
(iv) Within ninety (90) days following the occurrence of the Initial Lease Execution, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of prepayment on the principal amount prepaid and (B) any other amounts then due and payable hereunder.
(v) Within thirty (30) days following the issuance of a Qualifying Preference Share Issuance, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of 3
(vi) Within twenty (20) Business Days following the consummation of an SPV Sale, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of prepayment on the principal amount prepaid and (B) any other amounts then due and payable hereunder, including, for the avoidance of doubt, any amounts necessary to achieve the Base Return with respect to the portion thereof to be of the Loan being prepaid; provided that, if a notice of prepayment is given upon the Company’s request, the Lender may elect, in connection its sole discretion, to have the amounts due pursuant to this clause (vi) to instead be reinvested by the Company to another project on terms and conditions reasonably satisfactory to the Lender.
(vii) Prepayments pursuant to this Section 2(f) shall, with a conditional notice of termination respect to the portion of the Commitments as contemplated by Section 2.9Loan then being prepaid, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingeach case, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest the payment of amounts sufficient to achieve the Base Return with respect to the extent required by Section 2.13amount of the Loan being prepaid.
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Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, All outstanding Contribution Notes shall be subject to prior notice in accordance with paragraph (e) mandatory quarterly prepayments out of this Section 2.11available Surplus Cash of the Ampex Group and/or Surplus Cash of the Operating Sherborne Group; provided, that the obligation of the members of the Ampex Group and the Operating Sherborne Group to prepay Notes out of Surplus Cash shall be subject to any applicable legal restrictions and any contractual restrictions or encumbrances on applications for such purpose pursuant to a binding contract in effect on the Effective Date, if such contract is listed on Exhibit B and a Eurodollar Loan is prepaid true and complete copy of such contract has been furnished to Hillside prior to the date hereof by Ampex or SGI, as applicable. Surplus Cash shall be paid to Holders of the Notes by Ampex and SGI within sixty (60) days after the end of the related fiscal quarter. Prepayments shall be applied first to the repayment of Contribution Notes held by members of the Hillside Group, and after payment in full thereof, to the repayment of Contribution Notes held by any other entity.
(b) If the Ampex Group has Net Income for a fiscal year and as of the end of such fiscal year there are outstanding Contribution Notes due to Hillside or any other member of the Hillside Group which are due more than one year after the end of such fiscal year, then the Ampex Group shall be obligated to prepay such Notes on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant following fiscal year in an amount equal to Section 2.16.
(bi) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of twenty percent (A20%) of the Ampex Group's Net Income for such fiscal year or $1 million, reduced, but not below zero, by (ii) the aggregate Revolving Commitments or amount prepaid on Contribution Notes pursuant to subsection (Ba) out of Surplus Cash of the Borrowing Base, Ampex Group for the Borrower shall prepay fiscal quarters falling within the Revolving Loans, LC Exposure and/or Swingline Loans fiscal year in an aggregate amount equal to such excesswhich the Net Income was earned.
(c) In Ampex and/or SGI shall prepay Notes under subsection (a) or (b), or both, whichever is applicable, by first paying the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Contribution Notes which have the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)latest final maturity date.
(d) All such amounts pursuant to Section 2.11(c) (as to Any member of the Ampex Group and any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that Guarantor may be outstanding, pro rata, and second to otherwise prepay the Revolving Loans (including Swingline Loans) Notes at any time without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default penalty or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16premium.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Hillside Ampex/Sherborne Agreement (Ampex Corp /De/)
Prepayments. (a) The Borrower may may, upon at any time least two Business Days’ notice to the Administrative Agent, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amounts of the Term Loans in whole or ratably in part, without premium or penalty, subject together with accrued interest to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% date of such Net Cash Proceedsprepayment on the principal amount prepaid; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $500,000 or a whole multiple 100,000 in excess thereof. Each The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to make such prepayment on the date and in the amount specified in any such notice, including, without limitation, any loss, cost or expense incurred by reason of a Revolving Borrowing shall be applied ratably the liquidation or reemployment of deposits or other funds of such Lender, or the termination of swaps or other hedging arrangements with respect to the Revolving Loans included in interest rate risks associated with respect to the prepaid Borrowing. Prepayments shall funds acquired by such Lender to fund its Term Loan, or otherwise.
(b) Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee (a “Prepayment Fee”) calculated by the Administrative Agent (which shall be conclusive absent manifest error). The Prepayment Fee with respect to any such prepayment shall be equal to the extent required by Section 2.13.present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at the Fixed Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to the Reinvestment Rate, as
Appears in 1 contract
Sources: Term Loan Credit Agreement (Entergy New Orleans, LLC)
Prepayments. Borrower shall have the right to voluntarily prepay, upon 5 Business Days’ prior written notice to Agent, the Term Loan in full or in part. Upon the date of (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice voluntary prepayment of the Term Loan in accordance with paragraph the immediately preceding sentence or (eb) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day mandatory prepayment of the Interest Period applicable thereto, Term Loan required under this Agreement (whether by acceleration of the Borrower shall also pay any amounts owing Obligations pursuant to Section 2.16.
8.2 or otherwise), Borrower shall pay to Agent, for the ratable benefit of the Lenders, a sum equal to (a) all outstanding principal (or such portion of principal being prepaid) plus accrued interest thereon with respect to the Term Loan, and (b) Except a prepayment premium (as yield maintenance for Overadvances permitted under Section 2.5, in the event loss of bargain and not as a penalty) equal to: (i) 3% on such occasion that prepayment amount, if such prepayment is made on or before the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf one year anniversary of the Borrower Closing Date, (ii) 2% on such prepayment amount, if such prepayment is made after the one year anniversary of the Closing Date but on or any Guarantor in respect before the two year anniversary of any Prepayment Eventthe Closing Date, and (iii) 1% on such prepayment amount, if such prepayment is made after the Borrower shall, five Business Days after such Net Cash Proceeds are received by two year anniversary of the Borrower Closing Date but on or any Guarantor, prepay before the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash ProceedsTerm Loan Maturity Date; provided, however, that Borrower shall not be obligated to pay the amounts described in clauses (i), (ii) or (iii) above (A) in connection with a prepayment in full of the Term Loan and the other Obligations hereunder in the event that Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such transaction on or prior to the Response Date (as defined below) in accordance with Section 10.8 or (B) in connection with a prepayment in full of the Term Loan and the other Obligations hereunder if on each of the following conditions are satisfied:
(1) Borrower has requested in writing that the Requisite Lenders consent to a sale of Borrower’s right to receive payments under Section 2.06 of the Thalidomide Royalty Agreement (as defined below) (any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset such proposed sale, a “Thalidomide Sale”), (2) Requisite Lenders have not consented in writing to such Thalidomide Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five ten (10) Business Days after receipt of such proceedsrequest, (3) Borrower repays in full the Term Loan and all other Obligations hereunder and terminates this Agreement, (4) the repayment of the Term Loan and all other Obligations hereunder in full are made using a portion of the proceeds of such Net Cash Proceeds shall be applied Thalidomide Sale, and (5) Borrower delivers to Agent at the end of such five-Business Day period toward the prepayment time of the Loans as set forth repayment of the Term Loan a certified, executed copy of the purchase agreement relating to such consummated Thalidomide Sale. Nothing in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as the preceding sentence shall constitute the consent by the Agent or any Lender to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and Thalidomide Sale during the continuance term of a Default or Event of Defaultthis Agreement, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures unless such consent is in writing and real property is not otherwise determined, the allocation and application of those proceeds shall be determined authorized by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Requisite Lenders.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, without premium or penalty, part subject to prior notice in accordance with paragraph (e) the requirements of this Section 2.11without penalty or premium; provided, PROVIDED that if the Borrower has entered into an agreement for a Eurodollar Loan is prepaid on Change of Control or the Borrower or any day other than the last day Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of the Interest Period applicable theretoControl, the Borrower shall also pay any amounts owing pursuant may only prepay the Loans at a prepayment amount equal to Section 2.16the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor Subsidiary in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered with respect to Net Proceeds from a Prepayment Event specified in respect thereof paragraphs (A) or (B) of the definition of Prepayment Event, the Borrower shall, within five three (3) Business Days after receipt of such proceeds, such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to such Net Proceeds; PROVIDED, THAT, on each Reinvestment Prepayment Date, the Loans shall be applied at repaid in an amount equal to the Reinvestment Prepayment Amount with respect to the Reinvestment Event.
(c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year that begins on January 1, 2005, for which there is any Excess Cash Flow, the Borrower shall prepay Loans in an aggregate amount equal to 75% of Excess Cash Flow for such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to subsection 5.1(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(dfiscal year).
(d) All such amounts In the event and on each occasion that the Borrower or any Subsidiary after the Closing Date receives cash proceeds from the sale of Capital Stock or other equity securities, or otherwise receives a cash capital contribution from any third Person, or raises any private or public capital in cash (other than cash proceeds received in connection with the exercise of options and warrants to acquire the common stock of the Borrower that are issued or outstanding on the date hereof or issued under a Plan or pursuant to Section 2.11(cthe Syndication Letter, or pursuant to anti-dilution provisions in such options or warrants or applicable thereto), the Borrower shall, within three (3) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, Business Days after the occurrence and during the continuance of a Default or Event of Defaultreceipt thereof, prepay Loans in an amount equal to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) 50% of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16net amount received.
(e) The Borrower shall notify Upon the Administrative Agent (and, in the case of prepayment occurrence of a Swingline LoanChange of Control, the Swingline LenderBorrower shall, within three (3) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before after the date occurrence thereof, prepay all of the Loans at a prepayment or (ii) in price equal to the case of prepayment of an ABR Revolving BorrowingFixed Early Prepayment Amount, not later than 2:00 p.m.plus accrued and unpaid interest, Chicago timeif any, one Business Day before to the date of prepayment.
(f) In the event of a prepayment hereunder, the Borrower shall give at least three (3) Business Days' irrevocable notice to the Agent and the Lenders, specifying the date, the reason for the prepayment and amount of prepayment. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the date specified therein, together with any amounts payable pursuant to subsection 2.9 and accrued interest to such date on the amount prepaid. Each prepayment date and the of principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice Loans pursuant to subsection 2.3(a) shall be applied pro rata against the remaining scheduled payments of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9principal under subsection 2.2. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders Partial prepayments of the contents thereofLoans (other than pursuant to subsection 2.3(a)) shall be applied to the installments of principal thereof in the inverse order of their scheduled maturities. Each partial prepayment Amounts prepaid on account of any Revolving Borrowing the Loans may not be reborrowed. Partial prepayments under subsection 2.3(a) shall be in an aggregate principal amount of $500,000 250,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each such prepayment and, in the case of a Revolving Borrowing shall be applied ratably prepayment pursuant to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.clause (a) of
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Level 3 Communications Inc)
Prepayments. (a) The Borrower may at If any time and from time Unit or Units have suffered or been deemed to time prepay any Borrowing have suffered a Casualty Occurrence, the Notes shall be prepaid in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan part by the Borrower on the date which is prepaid on any day other than the last day monthly anniversary of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing Closing Date if such Unit or Units are not replaced pursuant to Section 2.167.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of the Notes as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on the date of such prepayment) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Lien of this Agreement immediately prior to the date of such prepayment and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment (after deducting therefrom any principal installment due on or prior to the date of such prepayment), but without the payment of any Make-Whole Amount.
(b) Except for Overadvances permitted under Section 2.5, All Notes issued at any time outstanding hereunder may be prepaid in whole or in part upon the event and on such occasion that the total Revolving Exposure exceeds the lesser request of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay at any time on a date selected by the Revolving LoansBorrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, LC Exposure and/or Swingline Loans in plus, an aggregate amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such excessNotes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment.
(c) In the event and on each occasion that If at any Net Cash Proceeds are received by or on behalf time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any Guarantor increased payments pursuant to Section 7.11 hereof in respect of any Prepayment Eventpayment of interest or other amounts on account of any of the Notes or this Agreement in excess of the amounts payable without regard to such Change in Tax Law, the Borrower shall, five Business Days after such Net Cash Proceeds are received by may give the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(dLender irrevocable written notice (a “Tax Prepayment Notice”) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
Notes on a specified prepayment date (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) which shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, Business Day not less than 30 days nor more than 60 days after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (iisuch notice) in and the case circumstances giving rise to the obligation of prepayment the Borrower to make any increased payments and the amount thereof and stating that all of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the Notes shall be prepaid on the date of prepaymentsuch prepayment at 100% of the principal amount so prepaid together with interest accrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount), unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), that it seeks to reject such prepayment (a “Tax Prepayment Rejection Notice”). Each such notice The form of Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest or other amounts (but not of the Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the increased payment described in the Tax Prepayment Notice), which waiver shall be irrevocable and shall specify the prepayment date and binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal amount of each Borrowing the Notes together with interest accrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount) shall become due and payable on such prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or portion thereof prior to the date of such prepayment. The Borrower may not offer to prepay, or prepay, Notes pursuant to this Section 4.8(c) (i) if an Event of Default then exists, (ii) until the Borrower shall have taken commercially reasonable steps to mitigate the requirement to make the related increased payments or (iii) if the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be prepaid; provided thattaken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 4.8(c) shall certify to the foregoing and describe such mitigation steps, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13any.
Appears in 1 contract
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Liens on, security interests in or pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).
Appears in 1 contract
Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in partLessee shall have the option, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other scheduled payment date, to prepay all, but not less than the last day all, of the Interest Period applicable thereto, outstanding balance of the Borrower shall also pay any amounts owing pursuant to Section 2.16Bond by paying the Prepayment Amount.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower Lessee shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans Bond (by prepaying Lease Payments) in an aggregate amount equal whole or in part at any time pursuant to such excessArticle IX hereof by paying the applicable Damaged Collateral Amount.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Lessee shall prepay the Obligations as set forth Bond (by prepaying Lease Payments) in Section 2.11(d) below full immediately upon demand of Bondholder after the occurrence of an Event of Default by paying the applicable Prepayment Amount. If there are any funds remaining in an aggregate amount equal the Escrow Fund pursuant to 100% the Escrow Agreement a portion of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall prepayment may be delivered in respect thereof within five Business Days after receipt of made with such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)funds.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) Lessee shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans Bond (including Swingline Loansby prepaying Lease Payments) without a corresponding reduction in the Revolving Commitment and, full immediately upon demand of Bondholder after the occurrence and during the continuance of a Default or Event Determination of Default, Taxability by paying the applicable Prepayment Amount plus an amount necessary to cash collateralize outstanding LC Exposure. If supplement the precise amount of insurance or condemnation proceeds allocable prior Lease Payments to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Gross-Up Rate.
(e) The Borrower amounts due hereunder shall notify be paid, and the Administrative Agent (amounts due under the Bond shall be paid, in part with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the case of Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment of a Swingline Loan, premium calculated at the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in percentage used to determine the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before Prepayment Amount at the date of such prepayment.
(f) Upon any prepayment or (ii) in part of the case of prepayment of an ABR Revolving BorrowingBond, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Bond and to the extent required related Lease Payments and any other amounts due hereunder as determined by Section 2.13Bondholder.
Appears in 1 contract
Sources: Lease Agreement (Systemax Inc)
Prepayments. (ai) The Borrower Debtor may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph all (ebut not less than all) of this Section 2.11any outstanding Engine Note by payment of 100% of the outstanding Principal Amount of such Engine Note and accrued interest thereon to the date of such prepayment plus the Prepayment Fee, together with all other amounts due hereunder and under the Engine Notes and the other Documents; provided, -------- that if a Eurodollar Loan is prepaid Debtor will provided Secured Party at least 30 days' prior irrevocable written notice of any such prepayment (which notice shall specify the date of prepayment and the principal, interest and Prepayment Fee to be paid 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 2.16such date).
(bii) Except for Overadvances permitted If an Event of Loss with respect to any Engine shall occur, then on the date on which Debtor is required to make payment of the amounts specified in Article 9 hereof, Debtor shall pay to Secured Party a portion of the outstanding Principal Amount equal to the product obtained by multiplying (i) the aggregate outstanding principal amount of the Engine Notes by (ii) a fraction (x) the numerator of which is the Engine Original Amount with respect to the Engine that suffered the Event of Loss and (y) the denominator of which is an amount equal to (1) the Aggregate Original Amount less (2) the Engine Original Amount with respect to any Engine that has previously suffered an Event of Loss and accrued interest thereon to the date of such prepayment plus the Prepayment Fee, together with all other amounts due hereunder and under Section 2.5such Engine Note.
(iii) Debtor shall pay, with respect to each Engine Note, the principal amount of such Engine Note on the dates and in the event and on amounts set forth in Annex A to such occasion that the total Revolving Exposure exceeds the lesser of Engine Note.
(iv) As used herein, "Prepayment Fee" means either, (A) with respect to any prepayment of all or a portion of the aggregate Revolving Commitments Engine Notes due solely to an Event of Loss with respect to an Engine, an amount equal to the Event of Loss Prepayment Fee or (B) with respect to any other prepayment of all or a portion of the Borrowing BaseEngine Notes, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in 2% of the case then outstanding Principal Amount of the Engine Notes to be prepaid if such prepayment occurs on or prior to the First anniversary of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment Closing Date or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination 1% of the Commitments as contemplated by Section 2.9, then such notice outstanding Principal Amount of prepayment may be revoked the Engine Note if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of prepayment occurs at any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13time thereafter.
Appears in 1 contract
Sources: Security Agreement (Tower Air Inc)
Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing in whole or in partIf, without premium or penalty, subject to prior notice in accordance with paragraph (e) as of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoany month, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or sum of the outstanding principal balance of the Term Loan on such date plus the Revolver Usage on such date exceeds (B) the Borrowing Baseproduct of (I) 67% times (II) TTM Recurring Revenues calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.3 (the “Loan Limit” and such excess being referred to as the “Limiter Excess”), the Borrower then Borrowers shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline Loans Obligations in accordance with Section 2.4(d)(i) in an aggregate amount equal to such excessthe Limiter Excess.
(cii) In Immediately upon the event and on each occasion that receipt by Borrowers or any of their Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrowers or any of their Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under the definition of Permitted Dispositions) which exceed $500,000 in the aggregate in any fiscal year, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds are (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or on behalf dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the Borrower properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, and (C) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d)(ii). Nothing contained in this Section 2.4(c)(ii) shall permit Borrowers or any Guarantor in respect of their Subsidiaries to sell or otherwise dispose of any Prepayment Event, property or assets other than in accordance with Section 6.4.
(iii) Immediately upon the Borrower shall, five Business Days after such Net Cash Proceeds are received receipt by the Borrower Borrowers or any Guarantorof their Subsidiaries of any Extraordinary Receipts which exceed $500,000 in the aggregate in any fiscal year, Borrowers shall prepay the outstanding principal amount of the Obligations as set forth in accordance with Section 2.11(d2.4(d)(ii) below in an aggregate amount equal to 100% of such Net Cash Proceeds; providedExtraordinary Receipts, however, if on net of any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered reasonable expenses incurred in respect thereof within five Business Days after receipt of collecting such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)Extraordinary Receipts.
(div) All Immediately upon the issuance or incurrence by Borrowers or any of their Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by Borrowers or any of their Subsidiaries of any shares of Borrowers’ Stock or their Subsidiaries’ Stock (other than in the event that Borrowers or any of Subsidiary of a Borrower forms a Subsidiary in accordance with the terms hereof, the issuance by such amounts pursuant Subsidiary of Stock to Section 2.11(c) (a Borrower or such Subsidiary, as to any insurance or condemnation proceedsapplicable, and other than with respect to the extent they arise from casualties or losses to cash or Inventory) items disclosed on Schedule 2.4(c)), Borrowers shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked Obligations in accordance with Section 2.92.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. Promptly following receipt The provisions of this Section 2.4(c)(iv) shall not be deemed to be implied consent to any such notice relating to a Revolving Borrowing, issuance or incurrence otherwise prohibited by the Administrative Agent shall advise the Lenders terms and conditions of the contents thereof. Each partial prepayment of any Revolving Borrowing this Agreement.
(v) Borrowers shall be in an aggregate permitted to prepay the outstanding principal amount of $500,000 the Obligations and accrued and unpaid interest without premium or a whole multiple thereof. Each penalty, except for prepayment of a Revolving Borrowing shall premiums required to be applied ratably paid pursuant to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Fee Letter.
Appears in 1 contract
Sources: Credit Agreement (SoftBrands, Inc.)
Prepayments. (a) The Borrower Makers may prepay the Principal Amount in whole at any time and or in part from time to time prepay time; provided that (i) the Makers deliver irrevocable written notice to the Payee at least thirty (30) days prior to such prepayment, which notice shall include written confirmation from the Makers that such prepayment is permissible under the Senior Loan Agreement, (ii) each partial prepayment of Principal Amount shall be equal to $250,000 or an integral multiple thereof, and (iii) any Borrowing in whole such prepayment shall be made together with payment of a Prepayment Premium as provided below if such prepayment is made on or in partprior to the second anniversary of the Date of Note. If the Principal Amount is paid on or prior to the second anniversary of the Date of Note, without premium or penalty, subject the Makers shall pay all accrued but unpaid Interest plus an amount equal to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day sum of the Interest Period applicable theretothat would have accrued and been due and payable under this Note from the date of such prepayment through the second anniversary of the Date of Note (a “Prepayment Premium”). If notice of prepayment is given, the Borrower shall also pay any amounts owing pursuant Principal Amount to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, be prepaid as stated in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Basenotice, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the together with Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before accrued thereon through the date of prepayment or (ii) with respect to the Principal Amount prepaid, all unpaid Assessments and a Prepayment Premium, if any, shall become due and payable on the date specified in the notice. In the case of prepayment the redemption of an ABR Revolving Borrowing, not later less than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination all of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingoutstanding Principal Amount hereof, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing amounts so paid shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by following order: (a) first, to payment of the Prepayment Premium, if any; (b) second, to payment of accrued interest Interest; (c) third, to payment of unpaid Assessments; and (d) finally, to payment of the extent required by Section 2.13Principal Amount, in inverse order of the principal installments hereof.
Appears in 1 contract
Prepayments. (a) The Borrower may Luxco covenants and agrees that at no time will the Aggregate Purchase Price exceed the Facility Amount “such excess being an “Overage”). If at any time an Overage exists, such event shall not constitute an Event of Default only if Luxco shall immediately prepay the Aggregate Purchase Price so that, upon the receipt and from time to time prepay any Borrowing in whole or in partapplication of such prepayment, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan such overage 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 2.16eliminated.
(b) Except Luxco may, at any time on 3 Business Days’ prior written notice to TCO, prepay all or any portion of the Murabaha Price for Overadvances permitted under Section 2.5, a Transaction prior to the then-scheduled Transaction Payment Date therefor (and without reduction in the event and on such occasion that the total Revolving Exposure exceeds the lesser Murabaha Price as a result of (Asuch prepayment) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal such minimum amounts as TCO may from time to such excesstime determine.
(c) Not later than the third Business Day following the receipt by Tensar Holdings, Luxco or any of the Subsidiaries of Net Cash Proceeds arising from completion of any Asset Sale or the occurrence of any Recovery Event, and to the extent that less than 100% of the Net Cash Proceeds from such Asset Sale or Recovery Event have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Asset Sales Option under the Put Option Letter, Luxco shall remit any such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time.
(d) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of an Equity Issuance occurs, and to the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to extent that less than 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateralsuch Equity Issuance have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Equity Issuance Option under the Put Option Letter, then, unless a Reinvestment Notice Luxco shall be delivered in respect thereof within five Business Days after receipt of remit such proceeds, such excess Net Cash Proceeds shall be applied to TCO to repay the Aggregate Murabaha Price at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16time.
(e) The Borrower In the event that any Tensar Party receives Net Cash Proceeds from the issuance or other incurrence of Financing Obligations of any Tensar Party (other than Financing Obligations permitted to be incurred under Section 1.01 of Schedule 4 hereto), and to the extent that less than 100% of the Net Cash Proceeds from the issuance or incurrence of such Financing Obligations have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Financing Obligation Option under the Put Option Letter, Luxco shall notify remit such excess Net Cash Proceeds to TCO to repay the Administrative Agent Aggregate Murabaha Price at such time.
(andf) Not later than the earlier of (1) 90 days after the end of each fiscal year of Tensar Holdings, commencing with the fiscal year ending on December 31, 2006, and (2) the date which is five Business Days after the date on which the financial statements with respect to such period are delivered pursuant to Schedule 3 hereto, and to the extent that an amount less than (A) the ECF Percentage times (B) the Excess Cash Flow for the fiscal year then ended has been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the ECF Option under the Put Option Letter, Tensar Holdings shall remit such excess amount to TCO to repay the Aggregate Murabaha Price at such time.
(g) Notwithstanding any other provision of this Agreement, in the case event that it becomes unlawful for TCO to enter into Transactions then TCO shall promptly notify Luxco thereof and, effective upon such notice, TCO’s obligation to enter into Transactions hereunder shall be suspended and the Murabaha Price shall become immediately due and payable. Upon the termination of prepayment of a Swingline Loansuch situation, if at all, prior to the Termination Date, the Swingline Lender) by telephone (confirmed by facsimile) obligation of any prepayment TCO to enter into Transactions hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13reinstated.
Appears in 1 contract
Prepayments. (a) The Borrowers may prior to a Cash Dominion Event, upon irrevocable notice from the Lead Borrower may to the Administrative Agent, at any time and or from time to time voluntarily prepay any Borrowing the Term Loans in whole or in partpart together with any applicable Prepayment Premium required by Section 2.09(b); provided, without premium that, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to any date of prepayment; and (ii) such notice shall specify the amount of such prepayment of the Term Loans to be prepaid, which shall be in a minimum amount of $2,500,000 or penaltya whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, subject 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 shall be accompanied by all accrued interest on the amount prepaid together with any applicable Prepayment Premium required by Section 2.09(b). Each such prepayment shall be applied to prior notice the Term Loans of the Lenders in accordance with paragraph (e) of this Section 2.11; providedtheir respective Applicable Percentage, that if and shall be applied to the scheduled principal installments on a Eurodollar 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 2.16pro rata basis.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess[Reserved].
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)[Reserved].
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16[Reserved].
(e) The Borrower [Reserved]
(f) [Reserved].
(g) Subject to the terms of the Intercreditor Agreement, the Borrowers shall notify prepay the Term Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, unless the Net Proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Administrative Agent and no Net Proceeds remain after such application.
(h) The Lead Borrower shall cause any Foreign Subsidiary which sells any licenses or otherwise makes any Disposition of Intellectual Property (excluding the receipt of royalties in respect of the lease or license of Intellectual Property) to pay 100% of the Net Proceeds of such Disposition (excluding the receipt of royalties in respect of the lease or license of Intellectual Property) to the Administrative Agent as a mandatory prepayment.
(i) [Reserved].
(j) Subject to the terms of the Intercreditor Agreement, prepayments made pursuant to Prepayment Events shall be applied first, to the outstanding ABL Loans (and any ABL Debt then due and payable) in the event that such prepayment arises from a Disposition of, or Extraordinary Receipts with respect to, ABL Priority Collateral (without a permanent reduction in the Commitments (as defined in the ABL Loan Agreement)) and second, to the Obligations, and to the extent any prepayments are made pursuant to Prepayment Events that arise from a Disposition of, or Extraordinary Receipts with respect to Term Priority Collateral, such proceeds shall be applied first, to the Obligations and second, to the outstanding ABL Loans and ABL Debt.
(k) All amounts prepaid pursuant to Section 2.05(g), (h) and (k) shall be applied to scheduled principal installments of the Obligations in the inverse order of maturity to reduce the outstanding principal balance of the Term Loans and shall be accompanied by the amount of the Prepayment Premium (if any) required pursuant to Section 2.09(b) and all accrued interest on the amount prepaid and, in the case of a prepayment of a Swingline Loanin full, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentall other Obligations then due and owing. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Term Loans of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13their respective Applicable Percentage.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Destination Maternity Corp)
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.
Appears in 1 contract
Prepayments. (a) The Borrower may may, upon at any time least one Business Day’s notice delivered by 1:00 p.m. (Dallas, Texas time) to the Exit Loan Agent stating the proposed date and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day aggregate principal amount of the Interest Period applicable theretoprepayment, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on if such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Eventnotice is given, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an outstanding aggregate principal amount equal of the Advances comprising the Exit Loan, together with accrued interest to 100% the date of such Net Cash Proceedsprepayment on the aggregate principal amount prepaid; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 250,000 or an integral multiple of $50,000 in excess thereof; provided further, however, that the Exit Loan may not be prepaid in part under any circumstances before one hundred eighty (180) days after the Effective Date (the “Prepayment Date”) without payment by the Borrower of the Prepayment Fee. If the Exit Loan is prepaid prior to the Prepayment Date, then the Borrower shall pay to the Exit Loan Agent for account of the Lenders a whole multiple thereof. Each prepayment fee equal to the interest which would have been earned on the Exit Loan from the date of such prepayment of the Exit Loan to the Prepayment Date had the Exit Loan not been prepaid (the “Prepayment Fee”). The Prepayment Fee shall be incurred in the event of any prepayment of the Exit Loan prior to the Prepayment Date for any reason, including, without limitation, the acceleration of the maturity of the Exit Loan after a Revolving Borrowing default. The Prepayment Fee, if incurred under the terms set forth herein, may be paid to the Exit Loan Agent for account of the Lenders at any time on or before the Maturity Date. After the Prepayment Date, Borrower may prepay the Exit Loan, in whole or in part, without penalty, and interest shall immediately cease upon any principal so prepaid. All partial prepayments shall be applied ratably first to accrued interest and the balance to the remaining principal.
(b) Upon the occurrence of a Prepayment Event, the Borrower shall pay the Net Cash Proceeds of such event towards the outstanding balance of any advances made under the terms of the Revolving Loans included in Line of Credit, with the prepaid Borrowingremaining balance of such Net Cash Proceeds to be paid to the Exit Loan Agent as a prepayment of the outstanding principal of the Exit Loan. Prepayments All prepayments under this clause (b) shall be accompanied by made together with accrued and unpaid interest to the extent required by Section 2.13date of such prepayment on the principal amount prepaid.
Appears in 1 contract
Sources: Exit Loan Facility Agreement (Life Partners IRA Holder Partnership, LLC)
Prepayments. Prior to the respective Stated Maturity Date thereof, prepayments of the Loans shall or may be made as set forth below.
(a) The At any time on or prior to the third anniversary of the Effective Date, the Borrower may make no voluntary prepayments of principal or interest under this Agreement, without paying the Lenders all amounts due pursuant to this clause (a) in connection with any voluntary prepayment. With respect to any such prepayment prior to such third anniversary, the Borrower shall in addition, and at such time, pay to each respective Lender of such Loan(s) to be prepaid that amount which is the total amount of interest which would have accrued under Section 3.2.1 upon all such principal amounts being prepaid for that period extending from such prepayment date until such third (3rd) anniversary (assuming such principal being prepaid would be repaid in accordance with the schedule of Target Principal Amortization) discounted at the then prevailing Treasury Note Reference Rate. All prepayments under this clause (a) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(b) At any time following the third anniversary of the Effective Date, the Borrower may, upon at least five (5) Business Days’ prior written notice (which notice shall specify the date and from time amount of prepayment) to time prepay any Borrowing the Agent and Lenders make optional prepayments of Loan(s), in whole or in part, without premium or penalty, subject but with accrued and unpaid interest to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of such prepayment or (ii) on the amount of principal prepaid; provided that each partial prepayment shall be in the case a principal amount not less than $1,000,000 and in an integral multiple of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment$1,000,000. Each such notice shall be irrevocable and shall specify commit the prepayment Borrower to prepay Loan(s) by the amount stated therein on the date and the principal amount of each Borrowing or portion thereof to be prepaidstated therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities and funding thereunder, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such notice condition is not satisfied.
(c) Notwithstanding clauses (a) and (b) of termination is revoked this Section 3.1.1, those payments made pursuant to the application of the Waterfall in accordance with Section 2.9. Promptly following receipt 3.1.2 shall neither be subject to any prepayment penalty nor the limitation on prepayments in clause (b) above.
(d) The Borrower shall be obligated to make such prepayment on the date it or any Subsidiary receives cash proceeds as a result of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 sale or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.Disposition under
Appears in 1 contract
Sources: First Lien Credit Agreement (Radiant Oil & Gas Inc)
Prepayments. (a) The Subject to Section 2.09(b), the Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time and or from time to time voluntarily prepay any Borrowing Loans in whole or in part, part without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except If for Overadvances permitted under Section 2.5, any reason the Total Outstandings at any time exceed the Maximum Loan Amount as then in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Baseeffect, the Borrower Borrowers shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline Committed Loans in an aggregate amount equal to such excess.
(c) In Upon the event expiration of any Letter of Credit or any Existing Letter of Credit, or any reduction in the amount of any Letter of Credit or any Existing Letter of Credit, the Borrowers shall immediately prepay the Committed Loans then outstanding with the cash collateral held by the applicable issuer thereof on account of such Letter of Credit or Existing Letter of Credit in an amount equal to (i) in the case of the expiration of such Letter of Credit or Existing Letter of Credit, the aggregate amount of cash collateral held by the applicable issuer thereof on account of such Letter of Credit or Existing Letter of Credit prior to giving effect to such prepayment, and (ii) in the case of any reduction in the amount of such Letter of Credit or Existing Letter of Credit, (A) the aggregate amount of cash collateral held by the applicable issuer thereof on each occasion account of such Letter of Credit or Existing Letter of Credit prior to giving effect to such prepayment minus (ii) the amount of cash collateral required to cash collateralize the aggregate undrawn amount available to be drawn on such Letter of Credit or Existing Letter of Credit, after giving effect to the reduction thereof, in accordance with Section 2.03(g).
(d) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized) with proceeds and collections received by the Loan Parties in accordance with the provisions of Section 6.13 hereof.
(e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized) in an amount equal to the Net Cash Proceeds are received by or a Loan Party on behalf account of a Prepayment Event. In furtherance of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceedsforegoing, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the transferred to a Blocked Account in accordance with Section 6.13. Any prepayment of the Loans as set forth pursuant to this Section 2.05(e) shall not result in Section 2.11(d)a reduction of the Aggregate Commitments.
(df) All such amounts Prepayments made pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause 2.05 (c), (d) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
and (e) The Borrower shall notify the Administrative Agent (andabove, in the case of prepayment of a Swingline Loanfirst, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments outstanding Committed Loans, second, shall be accompanied by accrued interest used to Cash Collateralize the remaining L/C Obligations (to the extent required that any such L/C Obligations are not already Cash Collateralized), and, third, the amount remaining, if any, may be retained by Section 2.13the Borrowers for use in the ordinary course of its business. 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 Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer.
Appears in 1 contract
Sources: Credit Agreement (Bluefly Inc)
Prepayments. (a) The Broker is irrevocably authorized by the Borrower may at to, and shall, on behalf of the Borrower, prepay outstanding Loans on each Business Day in an amount equal to the difference (if any) between (i) the amount held by the Broker in cash or its equivalent in any time Account or Accounts as of the close of business on the next preceding Business Day and (ii) the Broker’s margin requirements under the Futures Agreement as of the close of business on the next preceding Business Day for open positions then outstanding and/or which arise from time market movements in the prices of contracts held and recorded in the Accounts. Such amounts prepaid shall be applied by the Lender to time the outstanding Loans, together with any other obligations of the Borrower due and owing hereunder, and in such order as it determines in its sole discretion; provided, that accrued interest on each amount so prepaid, through the date of prepayment, shall be paid on the last Business Day of the month in which such prepayment was made. Payments received by the Lender shall be applied to the obligations of the Borrower to the Lender hereunder as of the Business Day of receipt.
(b) The Broker shall not pay over to the Lender under clause (a) above funds of the Borrower in excess of the aggregate amount of all of the Borrower’s obligations to the Lender hereunder or under the other Loan Documents.
(c) The Borrower shall have the right to prepay any Borrowing in whole or in partthe Loans, without premium or penalty, subject to prior in whole or in part at any time, provided that written notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan thereof 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, given to the extent they arise from casualties or losses Lender prior to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” 9:00 AM Chicago time on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment, and each such prepayment is in an amount as may be approved by Lender in its sole discretion. Each such notice Accrued interest on the amount prepaid, through the date of prepayment, shall be irrevocable and shall specify paid on the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination last Business Day of the Commitments as contemplated by Section 2.9, then month in which such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13was made.
Appears in 1 contract
Sources: Futures Risk Based Margin Finance Agreement (Twin Cities Power Holdings, LLC)
Prepayments. (a) The Borrower may may, upon at any time least ten (10) Business Days' prior notice to the Lender, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amount of the Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, however, that if a any prepayment of the Loans bearing interest at the Eurodollar Loan is prepaid on any day Rate made other than on the last day of the an Interest Period applicable theretofor the Loans to be repaid shall be subject to payment by the Borrower to the Lender of any costs, fees or expenses incurred by the Lender in connection with such prepayment including, without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the giving of such notice of prepayment by the Borrower, the Borrower principal amount of the Loans specified to be prepaid shall also pay any amounts owing pursuant to Section 2.16become due and payable on the date specified for such prepayment.
(b) Except for Overadvances permitted under Section 2.5, in If at any time the event and on aggregate principal amount of Loans outstanding at such occasion that the total Revolving Exposure time exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseCommitment, the Borrower shall forthwith prepay the Revolving Loans, LC Exposure and/or Swingline Loans then outstanding in an aggregate amount equal to such excess, together with accrued interest.
(c) In The Borrower shall forthwith prepay the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received Loans upon receipt by the Borrower or any Guarantor, prepay the Obligations as set forth its Subsidiaries of Asset Sale Proceeds in Section 2.11(d) below connection with an Asset Sale of a Mortgaged Property in an aggregate amount equal to 100% such Asset Sale Proceeds, together with accrued interest to the date of such Net Cash Proceeds; provided, however, if prepayment on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)principal amount prepaid.
(d) All such amounts pursuant to Section 2.11(c) (as to Upon receipt by the Borrower or its Subsidiaries of proceeds of any insurance issuance of debt or condemnation proceedsequity securities, the Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, to the extent they arise from casualties or losses repayment of the Loans made under this Agreement, Second, to cash or Inventorythe repayment of the Loans made under the Other Supplemental Facility, Third, to the Term Loan (as defined in the Existing Facility) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro ratamade under the Existing Facility, and second Fourth, to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction as defined in the Revolving Commitment and, after Existing Facility) made under the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Existing Facility.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Sources: Second Supplemental Credit Agreement (Hospitality Properties Trust)
Prepayments. Subject to the terms and conditions contained in this Section and elsewhere in this Second Restated Agreement and upon five (a5) The Borrower may Business Days prior notice to the Agent, the Borrowers shall have the right to prepay any Loan at any time and in whole or from time to time prepay any Borrowing in whole or part (except in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) the case of this Section 2.11; provided, that if a Eurodollar Loan is which may be prepaid only on any day other than the last day of the Interest Period applicable theretoto such Eurodollar Loan) without penalty, the Borrower shall also pay any amounts owing pursuant to Section 2.16except as otherwise provided for herein.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing A. Partial prepayments shall be in an aggregate principal amount of $500,000 2,000,000.00, or a whole greater integral multiple thereof. Each of $500,000.00.
B. Simultaneously with any optional prepayment of any Loan, the Borrowers shall pay to the Agent for the pro rata benefit of the Lenders in accordance with their respective Revolving Loan Commitments, Total Term Loan Commitments or Steam Supply Commitments, as applicable, the Prepayment Charge.
C. Each Contract Rate has been determined, in part, based on the respective Lender's cost of funds. Therefore, the Borrowers shall pay a prepayment charge in an amount equal to the Consequential Loss if the Borrowers shall, in any manner, prepay any Adjusted LIBOR Rate Loan. Additionally, the Borrowers indemnify and agree to hold the Lenders harmless against, and reimburse the Lenders on demand for, any loss, cost or expense incurred or sustained by any Lender (including without limitation any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Lender to fund or maintain an Adjusted LIBOR Rate Loan) as a result of: (i) Any payment or prepayment, whether required hereunder or otherwise, of any Adjusted LIBOR Rate Loan made after the delivery of a Notice of Revolving Credit Advance, Notice of Term Loan Advance or Notice of Steam Supply Advance, as applicable, but before the applicable Borrowing Date if such payment or prepayment prevents the proposed Loan from becoming fully effective; or, (ii) the failure of any Adjusted LIBOR Rate Loan to be made by a Lender due to any action or inaction of the Borrowers. A certificate of a Lender setting forth any amount or amounts which the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive, if made in good faith, absent manifest error. Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate or the Maximum Amount. Without prejudice to the survival of any other obligations of the Borrowers hereunder, the obligations of the Borrowers under this Section shall survive the payment of the Loans.
D. If no Default shall have occurred, prepayments shall be applied ratably (i) first to the Revolving Loans included discharge of any expenses for which the Agent or any of the Lenders may be entitled to receive reim- bursement under any agreement with any of the Borrowers, (▇i) next, to the Prepayment Charge, (iii) next, to the Consequential Loss, if applicable, (iv) next, to accrued interest on the Notes, (v) next, to the reduction of principal installments, in the prepaid Borrowinginverse order of matu- rity, on Term A Notes up to $1,000,000.00, and in such instance first to the Alternate Base Rate Loans, and secondly to the Eurodollar Loans, and (vi) the balance remaining, if any, shall be applied equally to the reduction of principal installments, in the inverse order of maturity, on Term A Notes and Term B Notes, and in such instance first to the Alternate Base Rate Loans, and secondly to the Eurodollar Loans. Prepayments shall be accompanied by accrued interest applied to the extent required by Section 2.13Eurodollar Loans as the Borrowers shall select; provided, however, the Borrowers shall select Eurodollar Loans to be prepaid in a manner designed to minimize the Consequential Loss resulting from such prepayments. If, however, the Borrowers shall fail to select the Eurodollar Loan to which such prepayments are to be applied, the Lenders shall be entitled to apply the prepayment in any manner the Lenders shall deem appropriate.
E. If, however, a Default has occurred and is continuing at the time of a prepayment, the Lenders shall be entitled to apply the prepayment in any manner the Lenders shall deem appropriate.
Appears in 1 contract
Sources: Credit Agreement (Innovative Valve Technologies Inc)
Prepayments. (a) The Borrower may prepay any or all Prime Rate and Base Rate Loans without penalty or premium. Borrower may prepay principal on any portion of a LIBOR Loan at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph the minimum amount of Five Hundred Thousand Dollars (e) of this Section 2.11$500,000.00); providedprovided however, that if a Eurodollar the outstanding principal balance of such LIBOR Loan is less than such amount, the minimum prepayment amount shall be the entire outstanding principal balance of such LIBOR Loan. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of a LIBOR Loan shall become due and payable at any time prior to the last day of the Interest Period for such LIBOR Loan by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee that is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Interest Period ends, calculated as follows for each such month:
(i) Determine the amount of interest that would have accrued each month on the amount prepaid on any day other than at the interest rate applicable to such amount had it remained outstanding until the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(bii) Except for Overadvances permitted under Section 2.5, Subtract from the amount determined in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) above the amount of interest that would have accrued for the same month on the amount prepaid for the remaining term of such Interest Period at Adjusted LIBOR Interest Rate in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before effect on the date of prepayment or for new loans made for such term and in a principal amount equal to the amount prepaid.
(iii) If the result obtained in (ii) above for any month is greater than zero, discount that difference by Adjusted LIBOR Interest Rate used in the case of (ii) above. Borrower acknowledges that prepayment of an ABR Revolving Borrowingsuch amount may result in Bank incurring additional costs, not later than 2:00 p.m.expenses and/or liabilities, Chicago timeand that it is difficult to ascertain the full extent of such costs, one Business Day before expenses and/or liabilities. Borrower, therefore, agrees to pay the date above-described prepayment fee and agrees that such amount represents a reasonable estimate of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the principal amount of each Borrowing or portion thereof such prepayment fee shall bear interest until paid at a rate per annum two percent (2.00%) above the Prime Rate in effect from time to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of time (computed on the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment basis of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13360-day year, actual days elapsed).
Appears in 1 contract
Sources: Credit Agreement (Us Ecology, Inc.)
Prepayments. The Borrower may elect to prepay all or any Portion of the unpaid principal balance of any Retained New Form Note Advance Portion in the manner, at the price, and subject to the limitations as next described:
(a) The Borrower may at any time and from time shall deliver to time prepay any Borrowing in whole or in partFFB written notification of such prepayment election not less than 5 Business Days prior to the proposed date of prepayment and, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other less than the last day total outstanding principal amount of the Interest Period applicable theretosuch Retained New Form Note Advance Portion is to be prepaid, the Borrower shall also pay any amounts owing pursuant specify in such notification the Portion thereof that is proposed to Section 2.16be prepaid.
(b) Except The Borrower shall pay to FFB, at the time of prepayment of all or any Portion of any Retained New Form Note Advance Portion:
(1) for Overadvances permitted under Section 2.5so long as the Refinancing Authority shall be in effect, the outstanding principal amount of such Retained New Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority; and Part IIC (Retained New Form Note Advance Portions)
(2) in the event and on such occasion that the total Revolving Exposure exceeds Refinancing Authority shall no longer be in effect, a price for such Retained New Form Note Advance Portion, and all accrued interest thereon through the lesser date of (A) prepayment, that would, if such Retained New Form Note Advance Portion were purchased and held to its maturity, produce a yield to the aggregate Revolving Commitments or (B) purchaser for the Borrowing Baseperiod from the date of purchase to the maturity of such Retained New Form Note Advance Portion substantially equal to the interest rate that would be set on a loan from the Secretary of the Treasury to FFB to purchase an obligation having a payment schedule identical to that of such Retained New Form Note Advance Portion; and if the Borrower elects to repurchase a Portion of a Retained New Form Note Advance Portion, the Borrower shall prepay pay to FFB a price for such Portion that would equal such Portion's pro rata share of the Revolving Loansprice for a repurchase of the entire Retained New Form Note Advance Portion, LC Exposure and/or Swingline Loans calculated in an aggregate accordance with the principles of this sentence. The amount equal of each such prepayment premium or prepayment price, as the case may be, shall be calculated by the Secretary of the Treasury as of the close of business 2 Business Days prior to such excessthe date of the proposed prepayment, using standard calculation methods of the United States Department of the Treasury.
(c) In If the event and Borrower elects to prepay a Portion of a Retained New Form Note Advance Portion, the prepayment price paid shall be applied, first, to interest accrued on each occasion that any Net Cash Proceeds are received by or on behalf such Portion of the Borrower or any Guarantor in respect Retained New Form Note Advance Portion to the date of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateralprepayment and, then, unless a Reinvestment Notice shall be delivered to principal installments in respect thereof within five Business Days after receipt the inverse order of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward maturity. Following the prepayment of a Portion of a Retained New Form Note Advance Portion, subsequent payments shall continue to be made in the Loans amounts specified in the respective Retained New Form Note Advance Portion Schedule, if a schedule for the payment of principal is specified on such Retained New Form Note Advance Portion Schedule, or, if not, then in accordance with the payment schedule resulting from the method for the payment of principal selected under subparagraph (b) of paragraph 6 of this Part IIC, until the entire principal amount of such Retained New Form Note Advance Portion, and all accrued interest thereon, is paid; except that, with respect to any Retained New Form Note Advance Portion for which the Borrower has selected the "level debt service" method under subparagraph (b) of paragraph (6) of this Part IIC, payments shall continue to be made in accordance with the level debt service payment schedule that resulted when the Borrower first selected the level debt Part IIC (Retained New Form Note Advance Portions) service method, and such payments shall be allocated by FFB between outstanding principal and accrued interest, as set forth in Section 2.11(d)appropriate, until the entire principal amount of such Retained New Form Note Advance Portion, and all interest accrued thereon, is paid.
(d) All such amounts pursuant to Section 2.11(c) (Any prepayment of a Portion of a Retained New Form Note Advance Portion shall, as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise principal amount of insurance or condemnation proceeds allocable such Portion, be subject to Inventory as compared a minimum amount equal to equipment, fixtures and real property is not otherwise determined, the allocation and application $100,000.00 of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16principal.
(e) The provisions of this paragraph 11 shall apply to all prepayments of any Retained New Form Note Advance Portion, regardless whether such prepayments are made pursuant to the refinancing Authority or otherwise. PART IID TERMS APPLICABLE TO RETAINED REFINANCED REFINANCING NOTE ADVANCE PORTIONS
1. Promise to Pay. FOR VALUE RECEIVED, the Borrower shall notify (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the Administrative Agent (andtime, in the case of prepayment of a Swingline Loanmanner, and with interest at the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowingrates hereinafter provided, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice the Retained Refinanced Refinancing Note Advance Portions more particularly described in the Retained Refinanced Refinancing Note Advance Portion Schedules attached hereto as Annex 2D.
2. Principal Amount of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9Retained Refinanced Refinancing Note Advance Portions. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate The principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing each Retained Refinanced Refinancing Note Advance Portion shall be applied ratably to the Revolving Loans included in amount specified on the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to respective Retained Refinanced Refinancing Note Advance Portion Schedule as being the extent required by Section 2.13principal amount of such Retained Refinanced Refinancing Note Advance Portion.
Appears in 1 contract
Prepayments. (a) The Borrower may shall have the right to prepay any Loans at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11the prepayment penalty described below; provided, however, that if each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple thereof. No prepayment penalty will be imposed for Prime Rate Loans, for a Eurodollar LIBOR Loan with an initial Interest Period of three months or less or for a LIBOR Loan that is prepaid on any day other than the last day of the Interest Period applicable thereto, . The Borrower shall give the Agent at least three Business Days' prior written notice of prepayment (prompt written notice of which shall be given to the Banks by the Agent) and in such notice specify the prepayment date and the principal amount of each Loan to be prepaid. Such notice of prepayment shall be irrevocable and shall commit the Borrower to prepay in the amount stated therein. All prepayments under this Section shall also pay any amounts owing pursuant be accompanied by accrued interest on the principal amount being prepaid to Section 2.16the date of prepayment. Amounts prepaid shall be available to be reborrowed from the Banks hereunder in accordance with the terms of this Agreement.
(b) Except The prepayment penalty for Overadvances permitted under Section 2.5, in the event and a LIBOR Loan with an initial Interest Period of more than three months that is prepaid on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto will be equal to the present value of the difference between the amount of interest that would accrue on the prepaid amount for the remaining term of the applicable Interest Period at LIBOR that was in effect on the first day of such Interest Period, and any lesser amount that would accrue on the prepaid amount at LIBOR for an Interest Period with the with a maturity most closely equal to, but not longer than, the remaining term of the applicable Interest Period. To determine such present value, the foregoing difference shall be accompanied by any amounts owing pursuant discounted to its present value at a discount rate equal to the applicable LIBOR for such remaining Interest Period."
5. Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile5.2(a)(4) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof Credit Agreement is amended to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments read as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.follows:
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower may to the Lender, at any time and or from time to time voluntarily prepay any Borrowing Loans in whole or in part, part without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that (i) such notice must be received by the Lender not later than 11:00 a.m. two (2) Business Days prior to any date of prepayment, (ii) any prepayment shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoless, the Borrower entire principal amount thereof then outstanding. Each such notice shall also pay any amounts owing pursuant to Section 2.16specify the date and amount 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.
(b) Except for Overadvances permitted under Section 2.5, in Subject to the event and on such occasion that terms of the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseIntercreditor Agreement, the Borrower Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans Loan in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or a Loan Party on behalf account of a Prepayment Event described in clause (a) of the Borrower definition of Prepayment Event; provided that, so long as any Revolving Loan Obligations remain outstanding or there are any Guarantor in respect commitments to lend under the Revolving Loan Agreement, Net Proceeds of Revolving Loan Priority Collateral may be applied as required under the Revolving Loan Agreement to the extent such proceeds are actually applied to repay the Revolving Loan Obligations, and the amount of any Prepayment Eventrequired prepayment of the Loan will be reduced by the amount so applied. Subject to the terms of the Intercreditor Agreement, the Borrower shall, five Business Days after such Borrowers shall prepay the Loan with the Net Cash Proceeds are received by the Borrower a Loan Party on account of a Prepayment Event resulting from any casualty, condemnation or any Guarantor, prepay the Obligations other loss as set forth in Section 2.11(dclause (b) below of the definition of Prepayment Event; provided that, so long as the Revolving Loan Agreement remains in an aggregate amount equal to 100% effect, Net Proceeds of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Loan Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall Collateral may be applied at as required under the end Revolving Loan Agreement to the extent that such proceeds are actually applied to repay the Revolving Loan Obligations, and the amount of such five-Business Day period toward the any required prepayment of the Loans Loan will be reduced by the amount so applied. So long as no Revolving Loan Obligations remain outstanding, the Borrowers shall prepay the Obligations with the Net Proceeds received by a Loan Party on account of a Prepayment Event resulting from any sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” . So long as no Revolving Loan Obligations remain outstanding, the Borrowers shall prepay the Obligations with the Net Proceeds received by a Loan Party on account of a Prepayment Event resulting from any day other than the last day incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness as set forth in clause (d) of the Interest Period applicable thereto definition of Prepayment Event. Subject to the terms of the Intercreditor Agreement, the Borrowers shall be accompanied prepay the Obligations with the Net Proceeds received by a Loan Party on account of a Prepayment Event resulting from the receipt by any amounts owing pursuant to Section 2.16.
Loan Parties or any of its Subsidiaries of Extraordinary Receipts as set forth in clause (e) The Borrower shall notify of the Administrative Agent (and, in the case definition of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidPrepayment Event; provided that, if a notice so long as the Revolving Loan Agreement remains in effect, Net Proceeds of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment Revolving Loan Priority Collateral may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to as required under the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Loan Agreement to the extent that such proceeds are actually applied to repay the Revolving Loan Obligations, and the amount of any required prepayment of the Loan will be reduced by Section 2.13the amount so applied.
Appears in 1 contract
Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing the Loan in whole or in part, part without premium or any penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower shall prepay any LIBOR Rate Tranche prior to the expiration of its applicable Interest Period or if Borrower shall fail to obtain the Advance or convert any amounts after delivering and pursuant to an election satisfying the Minimum Notice Requirement (unless Borrower elects to cancel a LIBOR Rate Tranche due to one or more Rate Affected Lenders giving notice under clause 5(E) of Section 3.4(b) that they are unable or unwilling to maintain such LIBOR Rate Tranche), Borrower shall pay to the Lenders an amount (the “Consequential Loss”) equal to any actual loss, expense or reduction in yield that any such Lender reasonably incurs as a result of such event. Any Consequential Loss required to be paid by Borrower pursuant to this Section 3.5 or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale other provisions of this Agreement or Recovery Event of the other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered Loan Documents in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward connection with the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) LIBOR Rate Tranches shall be applieddue and payable whether such prepayment is being made voluntarily or involuntarily, first including, without limitation, as a result of an acceleration of sums due under LIBOR Rate Tranches or any part thereof due to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or an Event of Default. A Lender (through Administrative Agent) must request compensation under this Section 3.5 as promptly as practicable after it obtains knowledge of the event which entitles it to such compensation, but in any event within 180 days after it obtains such knowledge and pursuant to cash collateralize outstanding LC Exposure. If a certificate which sets forth the precise amount of insurance or condemnation proceeds allocable such Lender is entitled to Inventory as compared receive pursuant to equipmentthis Section 3.5 and the basis for determining such amount, fixtures and real property is not otherwise determined, the allocation and application of those proceeds which certificate shall be determined by presumptively correct as to the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan matters set forth therein in the case absence of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto manifest error. Any amounts received by Administrative Agent from Borrower pursuant hereto shall be accompanied disbursed by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof immediately available funds to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13requesting such amounts.
Appears in 1 contract
Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing No prepayment of the Loan shall be allowed in whole or in part, without premium on or penaltyprior to the Lockout Expiration Date, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 principal payments required pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.52.3. Thereafter, the Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days’ irrevocable prior written notice to Lender. Any prepayments on the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf principal balance of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received Loan evidenced by the Borrower Note whether voluntary or any Guarantorinvoluntary, prepay shall be accompanied by payment of interest accrued to the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal date of prepayment, together with the applicable Prepayment Premium. Any prepayments made pursuant to 100% of such Net Cash Proceeds; the foregoing shall be made on a Payment Date provided, however, if Borrower may elect to make any such prepayments on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property which is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agenta Payment Date if, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant addition to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before all interest which has accrued to and including the date of prepayment or (ii) in and the case of prepayment of an ABR Revolving BorrowingPrepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not later than 2:00 p.m.including, Chicago time, one Business Day before the Payment Date following the date of prepayment. Each Notwithstanding any provision contained in this Agreement to the contrary, no Prepayment Premium will be due on account of a voluntary prepayment pursuant to this Section 2.4(C)(i) made on any Payment Date occurring during the thirty (30) day period prior to the scheduled Initial Maturity Date. Amounts prepaid shall not be re-borrowed.
(ii) In the event of (a) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such notice event and, in addition to the payments to be made to Lender pursuant to 2.4(C)(i), Borrower agrees to compensate Lender for all actual, out-of-pocket, losses, costs, expenses and damages Lender may incur attributable to such event. A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section shall be irrevocable delivered to Borrower and shall specify be conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.
(iii) If, following an Event of Default, payment of all or any part of the Loan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be deemed a voluntary prepayment date by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay to Lender, in addition to the principal amount other Obligations, the applicable Prepayment Premium. If the Maturity Date is accelerated, due to an Event of each Borrowing Default or otherwise, or if any prepayment of all or any portion thereof to be prepaid; provided thatof the Loan hereunder occurs, if a notice of prepayment is given whether in connection with a conditional notice of termination Lender’s acceleration of the Commitments as contemplated Loan or otherwise, or if the Mortgage is satisfied or released by Section 2.9foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then such notice the Prepayment Premium shall become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13prepayment.
Appears in 1 contract
Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, without premium or penalty, part subject to prior notice in accordance with paragraph (e) the requirements of this Section 2.11without penalty or premium; provided, provided that if the Borrower has entered into an agreement for a Eurodollar Loan is prepaid on Change of Control or the Borrower or any day other than the last day Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of the Interest Period applicable theretoControl, the Borrower shall also pay any amounts owing pursuant may only prepay the Loans at a prepayment amount equal to Section 2.16the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor Subsidiary in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered with respect to Net Proceeds from a Prepayment Event specified in respect thereof paragraphs (A) or (B) of the definition of Prepayment Event, the Borrower shall, within five three (3) Business Days after receipt of such proceeds, such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to such Net Proceeds; provided, that, on each Reinvestment Prepayment Date, the Loans shall be applied at repaid in an amount equal to the Reinvestment Prepayment Amount with respect to the Reinvestment Event.
(c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year that begins on January 1, 2005, for which there is any Excess Cash Flow, the Borrower shall prepay Loans in an aggregate amount equal to 75% of Excess Cash Flow for such fiscal year. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to subsection 5.1(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(dfiscal year).
(d) All such amounts In the event and on each occasion that the Borrower or any Subsidiary after the Closing Date receives cash proceeds from the sale of Capital Stock or other equity securities, or otherwise receives a cash capital contribution from any third Person, or raises any private or public capital in cash (other than cash proceeds received in connection with the exercise of options and warrants to acquire the common stock of the Borrower that are issued or outstanding on the date hereof or issued under a Plan or pursuant to Section 2.11(cthe Syndication Letter, or pursuant to anti-dilution provisions in such options or warrants or applicable thereto), the Borrower shall, within three (3) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, Business Days after the occurrence and during the continuance of a Default or Event of Defaultreceipt thereof, prepay Loans in an amount equal to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) 50% of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16net amount received.
(e) The Borrower shall notify Upon the Administrative Agent (and, in the case of prepayment occurrence of a Swingline LoanChange of Control, the Swingline LenderBorrower shall, within three (3) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before after the date occurrence thereof, prepay all of the Loans at a prepayment or (ii) in price equal to the case of prepayment of an ABR Revolving BorrowingFixed Early Prepayment Amount, not later than 2:00 p.m.plus accrued and unpaid interest, Chicago timeif any, one Business Day before to the date of prepayment.
(f) In the event of a prepayment hereunder, the Borrower shall give at least three (3) Business Days' irrevocable notice to the Agent and the Lenders, specifying the date, the reason for the prepayment and amount of prepayment. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the date specified therein, together with any amounts payable pursuant to subsection 2.9 and accrued interest to such date on the amount prepaid. Each prepayment date and the of principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice Loans pursuant to subsection 2.3(a) shall be applied pro rata against the remaining scheduled payments of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9principal under subsection 2.2. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders Partial prepayments of the contents thereofLoans (other than pursuant to subsection 2.3(a)) shall be applied to the installments of principal thereof in the inverse order of their scheduled maturities. Each partial prepayment Amounts prepaid on account of any Revolving Borrowing the Loans may not be reborrowed. Partial prepayments under subsection 2.3(a) shall be in an aggregate principal amount of $500,000 250,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Each Equipment Note shall be prepaid in ----------- whole or in part, without premium or penalty, subject to part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in accordance with paragraph (e) of this Section 2.11; provided, the event that if a Eurodollar Loan the Lease as applicable to any Unit or Units related to such Equipment Note is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing terminated pursuant to Section 2.1610 of the Lease, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, paid on the date of such prepayment) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment after giving effect to the application of any Basic Rent paid on the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) in respect of the principal amount to be prepaid pursuant to clause (i), (iv) a premium in an amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment, and (v) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i).
(b) Except for Overadvances permitted Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 of the Lease with respect to any Unit or Units related to such Equipment Note (if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease) at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the application of any Basic Rent paid on the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) in respect of the principal amount to be prepaid pursuant to clause (i), but without the payment of any Make-Whole Amount, and (iv) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i).
(A) Unless Lessee shall have elected pursuant to Section 2.56.9 of the Participation Agreement to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole Trust Indenture and Security Agreement (GARC II 98-A) by the Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement, in the event that Lessee exercises the purchase option under Section 6.9 of the Participation Agreement with respect to all Units related to such Equipment Note, at a price equal to the sum of (i) as to principal thereof, the aggregate unpaid principal amount of such Equipment Note as at the date of such prepayment in whole under Section 6.9 of the Participation Agreement, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of any Basic Rent paid on the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) on such occasion that the total Revolving Exposure exceeds the lesser of Equipment Note, (Aiv) a premium in an amount equal to the aggregate Revolving Commitments Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment, and (v) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i).
(B) Unless Lessee shall have elected pursuant to Section 22.1 of the Borrowing BaseLease to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole but not in part by the Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 22.1 of the Lease, in the event that Lessee exercises the purchase option under Section 22.1 of the Lease, with respect to all Units related to such Equipment Note, at a price equal to the sum of (i) as to principal thereof, the Borrower shall prepay aggregate unpaid principal amount of such Equipment Note as at the Revolving Loansdate of such prepayment in whole under Section 22.1 of the Lease (after deducting therefrom the principal installment, LC Exposure and/or Swingline Loans if any, paid on the date of such prepayment), (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of any Basic Rent paid on the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) on such Equipment Note, (iv) a premium in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor aggregate Make-Whole Amount, if any, applicable in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by principal amount to be prepaid pursuant to clause (i) above on the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% date of such Net Cash Proceeds; providedprepayment, however, if on any date and (v) all other amounts payable hereunder or under the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered Operative Agreements to the holders of the Equipment Notes in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(dprincipal amount to be prepaid pursuant to clause (i).
(d) All such amounts In the event of a refunding or refinancing pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds10.2 of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on the Refunding Date specified by the Lessee to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction Indenture Trustee in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (caccordance with Section 10.2(f) of the definition Participation Agreement at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, any unpaid Late Payment Premium (and accrued and unpaid interest thereon) on such Equipment Notes, plus, a premium in an amount equal to the Make-Whole Amount, if any, and all other amounts due and payable hereunder or under the other Operative Agreements to the holders of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.Equipment Notes. Trust Indenture and Security Agreement (GARC II 98-A)
(e) The Borrower Indenture Trustee shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) give prompt notice of any prepayment hereunder (i) in of any of the case Equipment Notes to all holders of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment of a Eurodollar Revolving Borrowingis expected to occur, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such which notice shall be irrevocable and shall specify the prepayment date and Equipment Note or Notes to be prepaid, the principal amount of each Borrowing such Equipment Note or portion thereof Notes to be prepaid; provided that, if a notice prepaid and the expected date of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing which date shall be in an aggregate principal amount not less than 25 days after the date of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13such notice.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (General American Railcar Corp Ii)
Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each such prepayment and, in the case of a Revolving Borrowing shall be applied ratably prepayment pursuant to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.clause (a) of
Appears in 1 contract
Prepayments. (a) The Borrower may at Borrowers shall have no right to prepay the principal amount of any time and from time to time prepay Term Loan, Revolving Credit Loan or any Borrowing Swing Loan other than as provided in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.162.7.
(b) Except The Borrowers may at any time prepay the outstanding principal amount of the Swing Loans in whole or ratably in part.
(i) The Borrowers 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 Borrowers 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) 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 payable on the date specified for Overadvances permitted under Section 2.5each such prepayment.
(iii) The Borrowers shall, in on each Business Day, prepay an aggregate principal amount of the event Revolving Credit Loans (to the extent applicable, comprising part of the same Borrowing) and on such occasion that Swing Loans equal to the total Revolving Exposure exceeds the lesser of amount by which (A) (I) the sum of the aggregate principal amount of Revolving Commitments or Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in 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) The Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Borrower shall or any of its Subsidiaries from the sale, lease, transfer or other disposition of any Term Priority Collateral, prepay an aggregate principal amount of the Revolving Loans, LC Exposure and/or Swingline Term Loans in an aggregate amount equal to the amount of such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Proceeds. To the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after extent such Net Cash Proceeds are received by in excess of the Borrower or Borrowers' Obligations in respect of the Term Loan, the Borrowers shall use such excess to prepay outstanding fees and interest owed in respect of Revolving Credit Loans, then the principal amount of Revolving Credit Loans.
(v) Any prepayment of the Revolving Credit Facility made pursuant to this Section 2.7(c) shall be applied first to the outstanding fees and interest owed in respect of any GuarantorSwing Loans outstanding, prepay then to any outstanding principal in respect of any Swing Loans 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 as immediately due and payable, (C) the application of such immediately available funds will cause the Borrowers to incur an obligation under Section 10.4 and (D) there is no 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 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds2.7(c); provided, however, if on that at any date time the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateralonly condition not met is the condition specified in clause (B), then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of then such proceeds, such Net Cash Proceeds funds shall be applied at to fund the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)L/C Cash Collateral Account.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceedsimmediately available funds in the Concentration Account, the Blocked Account and the Investment Account shall be applied on the date on which they are immediately available first to the extent they arise from casualties or losses outstanding fees and interest owed in respect of Swing Loans, next to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing the Swing Loans, next to the outstanding fees and interest owed in respect of the Revolving Credit Loans, next to the principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations or portion thereof to be prepaidany Obligations in respect of Term Loans), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrowers may direct the disposition of any funds remaining in the Concentration Account, the Blocked Account and the Investment Account; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9Default shall have occurred and be continuing, then such notice of prepayment may be revoked if such notice of termination is revoked funds in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingthe Concentration Account, the Administrative Agent Blocked Account and the Investment Account shall advise be used to cash collateralize the Lenders Letter of Credit Obligations, and thereafter, the Borrowers shall direct the disposition of such remaining funds.
(e) All proceeds of Collateral (other than the Term Priority Collateral) received by the Secured Parties after the giving of notice to the Borrowers pursuant to clause (i) or (ii) of the contents thereof. Each partial prepayment first sentence of any Revolving Borrowing Section 8.2 shall be applied first to fund the L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to outstanding fees and interest owed in an aggregate respect of Swing Loans, next to the principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably the Swing Loans, next to the outstanding fees and interest owed in respect of the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Credit Loans, next to the extent required by principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations or any Obligations in respect of Term Loans), as more fully described in Section 2.135 of the Cash Collateral Account Agreement.
Appears in 1 contract
Sources: Debt Agreement (WHX Corp)
Prepayments. Subject to payment of the Prepayment Premium referred to below and all accrued interest and other sums due with respect to the Loan, if any, Borrower shall have the right to prepay all or any part of the outstanding principal balance of the Loan on any regularly scheduled interest payment date, with a minimum Prepayment Amount of Five Million Dollars ($5,000,000), upon giving not less than thirty (30) days prior written notice to Lender of its intention to prepay the Loan. Except as set forth below, if the Loan is prepaid in whole or in part for any reason on a date prior to the Maturity Date, whether voluntarily, involuntarily or by operation of law, or after acceleration by Lender upon an Event of Default, Borrower shall pay to Lender, together with the subject Prepayment Amount and any unpaid accrued interest on the Prepayment Amount, as liquidated damages, a prepayment charge (the "Prepayment Premium") equal to the greater of:
(i) the product of (a) The one percent (1%) of the principal amount of the Loan being prepaid (the "Prepayment Amount") multiplied by (b) a fraction the numerator of which is the number of full months remaining to the Maturity Date of the Loan being prepaid as of the date on which the Prepayment will be made (hereinafter called the "Prepayment Date") and the denominator of which is the number of full months comprising the term of such Loan; or,
(ii) the Present Value of the Prepayment Amount less the sum of (a) the Prepayment Amount and (b) the unpaid accrued interest, if any, calculated as of the Prepayment Date. Lender shall notify Borrower of the amount and basis of determination of the Prepayment Premium (reflecting therein the calculation thereof). On or before the Prepayment Date, Borrower shall pay to Lender the Prepayment Premium together with the [BALANCE OF PAGE LEFT INTENTIONALLY BLANK] Prepayment Amount and all accrued interest and other sums due with respect to the Prepayment Amount being prepaid and Lender shall not be obligated to accept any Prepayment Amount unless such Prepayment Amount is so accompanied by the Prepayment Premium and all accrued interest and other sums due with respect thereto. Borrower agrees that the Prepayment Premium represents the reasonable estimate of Lender and Borrower of a fair average compensation for the loss that may at be sustained by Lender due to any time Prepayment; and from time Borrower agrees that Lender's agreement to time enter into this transaction on the terms set forth in this Agreement and in the other Loan Documents constitutes adequate and valuable consideration, given individual weight by Borrower for this Agreement. Such Prepayment Premium shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid as set forth in this Agreement or the other Loan Documents. Lender shall not be obligated to actually reinvest any Prepayment Amount in any U.S. Government Treasury obligations as a condition to receiving the Prepayment Premium. Borrower hereby expressly waives any right it may have under California Civil Code Section 2954.10 to prepay any Borrowing this Loan, in whole or in part, without premium prepayment charge, upon acceleration of the Maturity Date upon or penaltyfollowing the conveyance by Borrower of any right, subject to prior notice title or interest in accordance with paragraph (e) the properties encumbered by the Deeds of Trust, and agrees that if for any reason a prepayment of any or all of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on made, upon or following any day other than the last day acceleration of the Interest Period applicable theretoMaturity Date, the Borrower shall also pay any amounts owing pay, concurrently therewith, a Prepayment Premium calculated pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, this SECTION 2.4.D. By initialling this provision in the event space provided below, Borrower hereby declares that Lender's agreement to make the Loan at the interest rate provided herein and on such occasion that for the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as term set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; providedthis Agreement constitutes adequate consideration, howevergiven individual weight by Borrower, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)for this waiver.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
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Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to Section 2.10 and except as provided in this Section).
(ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior notice to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments.
(iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xii) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the CenturyLink Acquisition Date and prior to the six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
(xiii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) August 22, 2017 and (B) the date that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with paragraph (e) of this Section 2.11; provided, that if its terms shall be accompanied by a Eurodollar Loan is prepaid on any day other than the last day prepayment fee equal to 1.00% of the Interest Period applicable thereto, aggregate principal amount of such prepayment or the Borrower shall also pay any amounts owing pursuant aggregate principal amount subject to Section 2.16such repricing or refinancing.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $100,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly.
(c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below.
(d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender.
(e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof.
(f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations, the Tranche B 2020 Term Obligations, the Tranche B 2022 Term Obligations, the Tranche B-II 2022 Term Obligations, the Tranche B 2024 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Liens on, security interests in or pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).
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Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing in whole or in partAfter the Availability Date, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any receives Net Cash Proceeds are received by or on behalf of the Borrower from any Disposition or any Guarantor in respect of Casualty Event (other than Dispositions permitted by Section 6.04(c) (other than Casualty Events)) or receives any Prepayment EventTax Credit Transfer Proceeds, the Borrower shall, five within 3 Business Days after from the date of receipt of such Net Cash Proceeds
(ii) If the Borrower incurs Borrowed Debt (excluding (A) intercompany debt of such entities, (B) [reserved], (C) [reserved], (D) purchase money Indebtedness incurred in the ordinary course of business and any replacements or refinancings thereof, and (E) Indebtedness with respect to capital leases incurred in the ordinary course of business and any replacements and refinancings thereof), the Borrower shall, substantially concurrently with the incurrence of such Borrowed Debt (the “Borrowed Debt Prepayment Date”) (subject to Section 2.04(b)(iv)), prepay (or cause to be prepaid)
(a “ Borrowed Debt Prepayment”) the aggregate outstanding principal amount of Advances plus the accrued but unpaid interest thereon to the Borrowed Debt Proceeds Prepayment Date; (iii) After the Availability Date, if the Borrower receives Net Cash Proceeds from the issuance of any Equity Interests by any Borrower (other than issuances pursuant to employee stock plans or other benefit or employee incentive arrangements existing from time to time), the Borrower shall, within 3 Business Days from the date of receipt of such Net Cash Proceeds are received by (the Borrower “Equity Issuance Proceeds Prepayment Date”) (subject to Section 2.04(b)(iv)), offer to prepay (or any Guarantor, prepay cause to be prepaid)
(a “ Equity Issuance Prepayment”) the Obligations as set forth in Section 2.11(d) below in aggregate outstanding principal amount of Advances plus the accrued but unpaid interest thereon to the Equity Issuance Proceeds Prepayment Date that may be paid with an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
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Prepayments. (a) The Any Borrower may may, upon at least one Business Day’s notice to the Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds 105% of any Prepayment Eventthe aggregate amount of the Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Borrowers shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100the amount in excess of such aggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such prepayment. If, on any Reset Date, the aggregate Revolving Credit Exposures shall exceed 105% of the aggregate amount of the Commitments, then the Borrowers shall prepay Borrowings in an aggregate amount equal to the amount in excess of such Net Cash Proceeds; provided, however, if on any date aggregate amount of the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds Commitments not later than the next Business Day following receipt by the Company of a notification from any Asset Sale or Recovery Event the Agent of the amount payable hereunder.
(c) If prepayment of a Eurocurrency Loan occurs other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth several Lenders included in Section 2.11(d)such prepaid Borrowings.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance Upon receipt of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating pursuant to a Revolving Borrowingparagraph (a), the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial thereof and of such Lender’s ratable share (if any) of such prepayment of any Revolving Borrowing and such notice shall not thereafter be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied revocable by accrued interest to the extent required by Section 2.13such Borrower.
Appears in 1 contract
Sources: Credit Agreement (Dover Corp)
Prepayments. (ai) The Borrower may If for any reason the Total Floor Plan Outstandings at any time exceed the Aggregate Floor Plan Commitments then in effect, the Floor Plan Borrowers (jointly and severally) shall immediately prepay Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess.
(ii) If for any reason the outstanding principal amount of Swing Line Loans at any time shall exceed the Swing Line Sublimit then in effect, the Floor Plan Borrowers (jointly and severally) shall immediately prepay Swing Line Loans in an aggregate amount at least equal to such excess.
(iii) If for any reason the outstanding principal amount of Floor Plan Loans and Swing Line Loans made to finance New Vehicles, Used Vehicles, Loaner Vehicles or Demonstrator Vehicles shall exceed the applicable sublimit set forth in the Vehicle Allocation Schedule, the Floor Plan Borrowers (jointly and severally) shall immediately prepay the Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess; and if for any reason the outstanding principal amount of Floor Plan Loans and Swing Line Loans made to finance Fleet Vehicles shall exceed the applicable sublimit therefor determined by the Administrative Agent from time to time in its discretion, such Borrowers (jointly and severally) shall immediately prepay any Borrowing the Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess.
(iv) Prepayments of the Floor Plan Loans may be made, in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day reimbursement of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event Lenders’ breakage and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations redeployment costs as more fully set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)herein.
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Appears in 1 contract
Prepayments. (a) The Borrower may at any time prepay without premium or penalty and from time to time prepay any Borrowing in whole or in part (but, if in part, without premium then (i) in an amount not less than $2,000,000 and integral 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) any Borrowing of Eurodollar Loans upon three (3) Business Days’ prior irrevocable notice to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans, irrevocable notice delivered to the Administrative Agent no later than 12:00 noon (New York time) on the date of 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. 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 Borrower. Any amount paid or penaltyprepaid before the Termination Date may, subject to prior notice in accordance with paragraph (e) the terms and conditions of this Section 2.11; providedAgreement, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretobe borrowed, the Borrower shall also pay any amounts owing pursuant to Section 2.16repaid and borrowed again.
(b) Except If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for Overadvances permitted under Section 2.5, any reason exceed the Commitments then in effect or the event and on such occasion that the total Revolving Exposure amount of L/C Obligations at any time outstanding attributable to Marketing Subsidiary Letters of Credit exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseMarketing Subsidiary Sublimit, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by immediately and without notice or demand, pay the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date excess to the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless Administrative Agent for the ratable benefit of the Banks as a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after if necessary, a prefunding of Letters of Credit. Immediately upon determining the occurrence and during the continuance of a Default or Event of Default, need to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of make any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The such prepayment Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of such required prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to the extent required by Section 2.132.11.
Appears in 1 contract
Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days’ notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penalty, subject together with accrued interest to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof prepaid and amounts, if any, required to be prepaidpaid pursuant Section 8.4(c) as a result of such prepayment; provided that, if a notice of that each prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by pursuant to this Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing 2.5(a) shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment .
(b) Additionally, if at any date the sum of a the aggregate amount of all Revolving Borrowing shall be applied Credit Advances owed to any Bank by any Borrower plus the aggregate 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 to repay the Revolving Loans included Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the prepaid Borrowing. Prepayments sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the 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 be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any 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 Credit issued at the request of such Borrower and, second to be deposited in an ▇▇ ▇▇▇▇ Collateral Account in respect of such Borrower.
(d) All amounts 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 fourth to be deposited in one or more ▇▇ ▇▇▇▇ Collateral Accounts to the extent any Letters of Credit are outstanding.
Appears in 1 contract
Prepayments. (a) The Borrower Except as otherwise provided in Section 3.5(b) and (c) below, the Loan may be prepaid, either in whole or in part, without penalty or premium, at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to upon ten (10) days prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16Administrative Agent.
(b) Except for Overadvances permitted under Subject to Section 2.53.5(c) below, if, prior to the first anniversary of the Loan Closing Date, any prepayment of the Principal Balance shall occur, whether voluntary or involuntary, whether effected by a credit bid or foreclosure, or whether by reason of acceleration upon an Event of Default or any transfer or conveyance of any right, title or interest in the event and on such occasion that Property giving Administrative Agent the total Revolving Exposure exceeds right to accelerate the lesser maturity of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseLoan shall occur, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount pay to Administrative Agent a premium (“Prepayment Premium”) equal to such excessone percent (1%) of the principal amount being prepaid. Notwithstanding the foregoing, (i) no Prepayment Premium shall be due at any time on or after the first anniversary of the Loan Closing Date; and (ii) no Prepayment Premium shall be payable upon any prepayment occurring as a result of the application to the Principal Balance of any casualty or condemnation proceeds.
(c) In the event If Borrower and on each occasion that Huntington enter into a Huntington Swap Agreement, any Net Cash Proceeds are received by or on behalf prepayment in full of the Loan, whether voluntary or involuntary, during the term of such Huntington Swap Agreement will constitute a Termination Event under and as defined in the Huntington Swap Agreement, permitting Huntington to terminate the Huntington Swap Agreement and all transactions thereunder. Moreover, at no time may the then outstanding principal balance of the Loan be less than the notional amount of all then existing Huntington Swap Agreements, and any payment or prepayment of the Loan below the notional amount of all such Huntington Swap Agreements will require an equivalent reduction in the notional amount under the Huntington Swap Agreements. Any such termination of a Huntington Swap Agreement, or reduction in notional amount, will require Borrower or any Guarantor in respect to pay Huntington all assessments, losses, fees and costs of any Prepayment Eventkind or nature arising, the Borrower shalldirectly or indirectly, five Business Days after as a result of such Net Cash Proceeds are received by the Borrower prepayment or any Guarantortermination, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if on any date the Borrower Huntington Swap Agreements or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans otherwise as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default incurred or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance assessed by Huntington under or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Huntington Swap Agreements.
Appears in 1 contract
Sources: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)
Prepayments. (a) The Borrower may may, upon at any time least two Business Days’ notice to the Administrative Agent, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amounts of the Term Loans in whole or ratably in part, without premium or penalty, subject together with accrued interest to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar 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 2.16.
(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.
(c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% date of such Net Cash Proceedsprepayment on the principal amount prepaid; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).
(d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16.
(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $500,000 or a whole multiple 100,000 in excess thereof. Each The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to make such prepayment on the date and in the amount specified in any such notice, including, without limitation, any loss, cost or expense incurred by reason of a Revolving Borrowing shall be applied ratably the liquidation or reemployment of deposits or other funds of such Lender, or the termination of swaps or other hedging arrangements with respect to the Revolving Loans included in interest rate risks associated with respect to the prepaid Borrowing. Prepayments shall funds acquired by such Lender to fund its Term Loan, or otherwise.
(b) Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee (a “Prepayment Fee”) calculated by the Administrative Agent (which shall be conclusive absent manifest error). The Prepayment Fee with respect to any such prepayment shall be equal to the extent required present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at the Fixed Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to the Reinvestment Rate, as if the prepayment had not been made. For purposes of the calculation of the Prepayment Fee, "Reinvestment Rate" means with respect to the principal amount of the Term Loan being prepaid on any date, the Swap Rate on the date the Prepayment Fee is calculated by Section 2.13the Administrative Agent for a term corresponding to the period of time remaining to the Maturity Date, interpolated, if necessary, and "Swap Rate" means, as of any date, the offered U.S. Dollar interest rate swap rate for a fixed rate payer determined by the Administrative Agent on such date by reference to the Bloomberg service or such other similar data source then used by the Administrative Agent for determining such rate.
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Sources: Term Loan Credit Agreement (Entergy New Orleans, LLC)