Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, on any date that the Total Commitment Amount automatically decreases pursuant to the terms hereof, the amount of Loans outstanding exceeds the then-permitted Total Commitment Amount, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount. (b) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate L/C Commitment. Subject to Section 4.4, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined Commitments, the Borrower shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, L/C Advances and Swingline Loans (as necessary) by an amount equal to the applicable excess. Additionally, to the extent the Borrower receives any payments with respect to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA or any Affiliate, such payments shall be immediately used, without demand or notice from any Person, by the Borrower to prepay the amount of Revolving Loans, L/C Advances and Swingline Loans (as necessary) by the amounts of any such payments.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, on any date that the Total Commitment Amount automatically decreases pursuant to the terms hereof, the amount of Loans outstanding exceeds the then-permitted Total Commitment Amount, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate L/C Commitment. Subject to Section 4.4, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined Commitments, the Borrower shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, L/C Advances and Swingline Loans (as necessary) by an amount equal to the applicable excess. Additionally, to the extent the Borrower receives any payments with respect to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA or any Affiliate, such payments shall be immediately used, without demand or notice from any Person, by the Borrower to prepay the amount of Revolving Loans, L/C Advances and Swingline Loans (as necessary) by the amounts of any such payments.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, If on any date that the Total Commitment Amount automatically decreases pursuant to Closing Date the terms hereof, aggregate Term Commitments shall exceed the outstanding principal amount of the Term Loans outstanding exceeds the then-permitted Total Commitment Amountmade, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit unused portion of the Banks. As Term Commitments shall automatically terminate on the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment AmountClosing Date.
(b) If at any time the Effective Amount of Revolving Loans and Swingline Loans PLUS the Effective Amount of any L/C Obligations shall exceed the Borrowing Base, Holdings, within 15 Business Days of the earlier of (i) the date a Responsible Officer of Holdings became aware of such excess, and (ii) notice from the Agent informing Holdings of the existence of such excess, shall prepay the outstanding principal amount of the Loans and any L/C Advances, in an amount equal to such excess and, if necessary (after giving effect to such prepayment), shall also Cash Collateralize outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Borrowing Base.
(c) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower Holdings shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate Aggregate L/C Commitment. Subject to Section 4.4, if .
(d) If on any date (after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentencesubsection 2.08(b)), the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus PLUS the Effective Amount of all L/C Obligations exceeds the combined CommitmentsRevolving Commitments of the Banks, the Borrower Holdings shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, Swingline Loans and L/C Advances and Swingline Loans (as necessary) by an amount equal to the applicable excess. Additionally.
(e) If Holdings, to the extent the Borrower receives any payments with respect to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA Company or any Affiliateother Subsidiary shall at any time or from time to time make or agree to make a Disposition, then (i) Holdings shall promptly notify the Agent in advance of such payments shall be immediately used, without demand or notice from any Person, by the Borrower to prepay Disposition (including the amount of Revolving Loansthe estimated Net Proceeds to be received by Holdings, L/C Advances the Company or such other Subsidiary in respect thereof) and (ii) if, after giving effect to such Disposition, the Net Proceeds of all Dispositions which have occurred in such fiscal year are greater than $1,000,000 in the aggregate, then promptly upon, and in no event later than one Business Day after, receipt by Holdings, the Company or the other Subsidiary of the Net Proceeds of such Disposition, Holdings shall prepay Term Loans in an aggregate amount equal to the amount of all Net Proceeds received by Holdings, the Company or any other Subsidiary on account of all Dispositions which have occurred in such fiscal year less the amount, if any, of Net Proceeds already so applied in such fiscal year.
(f) If Holdings, the Company or any other Subsidiary shall at any time or from time to time issue any debt or equity securities for cash consideration in excess of $5,000,000, then (i) Holdings shall promptly notify the Agent in advance of the estimated Net Issuance Proceeds of such issuance and (ii) promptly upon, and in no event later than one Business Day after, receipt by Holdings, the Company or the other Subsidiary of the Net Issuance Proceeds of such issuance, Holdings shall prepay Term Loans in an aggregate amount equal to the amount of all Net Issuance Proceeds received by Holdings, the Company or any such other Subsidiary on account of such issuance.
(g) Any prepayments pursuant to this Section 2.08 shall be subject to Section 4.04 and applied, first, to Swingline Loans (as necessaryonly if such prepayment is pursuant to Subsection 2.08(b)) by then outstanding, second, to any Base Rate Loans then outstanding and then to Offshore Rate Loans with the shortest Interest Periods remaining; PROVIDED, HOWEVER, that if the amount of Swingline Loans and Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, Holdings may, at its option, place any amounts which it would otherwise be required to use to prepay Offshore Rate Loans on a day other than the last day of the Interest Period therefor in an interest-bearing account pledged to the Agent for the benefit of the Banks until the end of such Interest Period at which time such pledged amounts will be applied to prepay such Offshore Rate Loans. Holdings shall pay, together with each prepayment under this Section 2.08, accrued interest on the amount of any such paymentsOffshore Rate Loans prepaid and any amounts required pursuant to Section 4.04.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, If on any date that the Total Commitment Amount automatically decreases pursuant to Effective Date the terms hereof, aggregate Term Commitments shall exceed the outstanding principal amount of the Term Loans outstanding exceeds the then-permitted Total Commitment Amountmade, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit unused portion of the Banks. As Term Commitments shall automatically terminate on the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment AmountEffective Date.
(b) If at any time the Effective Amount of Revolving Loans and Swingline Loans plus the Effective Amount of any L/C Obligations shall exceed the Borrowing Base, Holdings, within 15 Business Days of the earlier of (i) the date a Responsible Officer of Holdings became aware of such excess, and (ii) notice from the Agent informing Holdings of the existence of such excess, shall prepay the outstanding principal amount of the Loans and any L/C Advances, in an amount equal to such excess and, if necessary (after giving effect to such prepayment), shall also Cash Collateralize outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Borrowing Base.
(c) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower Holdings shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate Aggregate L/C Commitment. Subject to Section 4.4, if .
(d) If on any date (after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentencesubsection 2.08(b)), the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined CommitmentsRevolving Commitments of the Banks, the Borrower Holdings shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, Swingline Loans and L/C Advances and Swingline Loans (as necessary) by an amount equal to the applicable excess. Additionally.
(e) If Holdings, to the extent the Borrower receives any payments with respect to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA Company or any Affiliateother Subsidiary shall at any time or from time to time make or agree to make a Disposition, then (i) Holdings shall promptly notify the Agent in advance of such payments shall be immediately used, without demand or notice from any Person, by the Borrower to prepay Disposition (including the amount of Revolving Loansthe estimated Net Proceeds to be received by Holdings, L/C Advances the Company or such other Subsidiary in respect thereof) and (ii) if, after giving effect to such Disposition, the Net Proceeds of all Dispositions which have occurred in such fiscal year are greater than $1,000,000 in the aggregate, then promptly upon, and in no event later than one Business Day after, receipt by Holdings, the Company or the other Subsidiary of the Net Proceeds of such Disposition, Holdings shall prepay Term Loans in an aggregate amount equal to the amount of all Net Proceeds received by Holdings, the Company or any other Subsidiary on account of all Dispositions which have occurred in such fiscal year less the amount, if any, of Net Proceeds already so applied in such fiscal year.
(f) If Holdings, the Company or any other Subsidiary shall at any time or from time to time issue any debt or equity securities for cash consideration in excess of $5,000,000, then (i) Holdings shall promptly notify the Agent in advance of the estimated Net Issuance Proceeds of such issuance and (ii) promptly upon, and in no event later than one Business Day after, receipt by Holdings, the Company or the other Subsidiary of the Net Issuance Proceeds of such issuance, Holdings shall prepay Term Loans in an aggregate amount equal to the amount of all Net Issuance Proceeds received by Holdings, the Company or any such other Subsidiary on account of such issuance unless such equity securities were issued pursuant to a Permitted Equity Offering and the Majority Banks shall have approved such other use of the Net Issuance Proceeds.
(g) Any prepayments pursuant to this Section 2.08 shall be subject to Section 4.04 and applied, first, to Swingline Loans (as necessaryonly if such prepayment is pursuant to Subsection 2.08(b)) by then outstanding, second, to any Base Rate Loans then outstanding and then to Offshore Rate Loans with the shortest Interest Periods remaining; provided, however, that if the amount of Swingline Loans and Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, Holdings may, at its option, place any amounts which it would otherwise be required to use to prepay Offshore Rate Loans on a day other than the last day of the Interest Period therefor in an interest-bearing account pledged to the Agent for the benefit of the Banks until the end of such Interest Period at which time such pledged amounts will be applied to prepay such Offshore Rate Loans. Holdings shall pay, together with each prepayment under this Section 2.08, accrued interest on the amount of any such paymentsOffshore Rate Loans prepaid and any amounts required pursuant to Section 4.04.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, If on any date that the Total Commitment Amount automatically decreases pursuant to Term Availability Expiry Date the terms hereof, aggregate Term Commitments shall exceed the outstanding principal amount of the Term Loans outstanding exceeds the then-permitted Total Commitment Amountmade, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit unused portion of the BanksTerm Commitments shall automatically terminate on the Term Availability Expiry Date. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate Aggregate L/C Commitment. Subject to Section 4.44.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant Page 42
(c) If the Company or any Subsidiary shall at any time or from time to time receive payment of the preceding sentenceproceeds of any sales of Permitted Receivables under a Permitted Receivables Purchase Facility, then (i) the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus Company shall promptly notify the Effective Amount of all L/C Obligations exceeds Agent thereof (including the combined Commitments, the Borrower shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loansestimated Net Proceeds to be received by the Company or such Subsidiary in respect thereof) and (ii) promptly upon, L/C Advances and Swingline in no event later than one Business Day after, receipt by the Company or the Subsidiary of the Net Proceeds of such sale, the Company shall prepay Term Loans (as necessary) by in an aggregate amount equal to the applicable excess. Additionallyamount of such Net Proceeds, to the extent the Borrower receives any payments with respect be applied pro rata (on a weighted basis) to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA or any Affiliate, such payments shall be immediately used, without demand or notice from any Person, by the Borrower to prepay the amount of Revolving Loans, L/C Advances and Swingline Loans (as necessary) by the amounts of any such paymentsremaining maturities.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) IfSubject to Section 4.04, if on any date that the Total Commitment Amount automatically decreases pursuant on or prior to the terms hereof, Revolving Loan Termination Date the amount Effective Amount of all Facility A Revolving Loans then outstanding exceeds the then-permitted Total Commitment Amountcombined Facility A Commitments, the Borrower shall immediately pay such excess immediately, and without notice or demand, prepay the outstanding principal amount of Facility A Revolving Loans by an aggregate amount equal to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amountapplicable excess.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the aggregate maximum amount then available to be drawn under the Letters of Credit over the aggregate L/C Commitment. Subject to Section 4.44.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Facility B Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations then outstanding plus the Effective Amount of all Swingline Loans then outstanding exceeds the combined Facility B Commitments, the Borrower shall immediately, and without notice or demand, prepay the outstanding principal amount of the Facility B Revolving Loans, the Swingline Loans and any L/C Advances and Swingline Loans (as necessary) by an aggregate amount equal to the applicable excess. Additionally.
(c) The Borrower shall immediately, and without notice or demand, prepay the Obligations (and if necessary, Cash Collateralize Letters of Credit) in full, including, without limitation, the aggregate principal amount of all outstanding Loans, all accrued and unpaid interest thereon and all amounts payable under Section 4.04, and all of the Revolving Loan Commitments shall be automatically reduced to zero, in each case on the 30th day after any Change of Control shall have occurred and be continuing.
(d) If and to the extent that the Borrower receives any payments with respect Revolving Loan Commitments are not equal to purchases of Permitted Receivables under zero on the Permitted Receivables Purchase Facility from BofA or any AffiliateRevolving Loan Termination Date, such payments Revolving Loan Commitments shall be immediately used, without demand or notice from any Person, by automatically reduced to zero on the Borrower to prepay the amount of Revolving Loans, L/C Advances and Swingline Loans (as necessary) by the amounts of any such paymentsLoan Termination Date.
Appears in 1 contract
Samples: Credit Agreement (Ferrellgas Partners Finance Corp)
Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, on any date that the Total Commitment Amount automatically decreases pursuant to the terms hereof, the amount of Loans outstanding exceeds the then-permitted Total Commitment Amount, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate Aggregate L/C Commitment. Subject to Section 4.44.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the lesser of (i) the Borrowing Base Amount or (ii) the combined CommitmentsCommitments minus (unless otherwise agreed to by the Majority Banks) the amount of the 1997_Senior Note Reserve as of such date, the Borrower Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans, Loans and L/C Advances by an amount equal to such excess.
(b) Upon receipt by the Company or any Material Domestic Subsidiary of any Net Proceeds the Company shall immediately, and Swingline without notice or demand, prepay the outstanding principal amount of the Revolving Loans (as necessary) and L/C Advances by an amount equal to the applicable excesslesser of (i) 75% of such Net Proceeds or (ii) the outstanding principal amount of Revolving Loans and L/C Advances. AdditionallyOn such date the Commitments shall be reduced by an amount equal to 75% of such Net Proceeds. Once reduced in accordance with this subsection, the Commitments may not be increased. Any reduction in the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrower receives any payments with respect Company in a notice to purchases the Agent, some or all of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA or any Affiliate, such payments reduction in the combined Commitments shall be immediately used, without demand or notice from any Person, by applied to reduce the Borrower to prepay the amount of Revolving Loans, L/C Advances and Swingline Loans (as necessary) by Commitment unless, after giving effect thereto, the amounts Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. All accrued commitment fees to, but not including, the effective date of any such paymentsreduction of the Commitments shall be paid on the date of such reduction.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, on any date that the Total Commitment Amount automatically decreases pursuant to the terms hereof, the amount of Loans outstanding exceeds the then-permitted Total Commitment Amount, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate Aggregate L/C Commitment. Subject to Section 4.44.04, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined CommitmentsCommitment, the Borrower shall immediately, and without notice or upon demand, prepay the outstanding principal amount of the Revolving Loans, Loans and L/C Advances and Swingline Loans (as necessary) by an amount equal to the applicable excess. Additionally.
(b) Subject to Section 4.04, if on any Computation Date the Bank shall have determined that due to a change in applicable rates of exchange between Dollars and the Approved Currency the aggregate Equivalent principal amount of all Loans then outstanding exceeds the Commitment by an amount equal to or greater than 10% of the Commitment, THEN the Bank shall give notice to the extent Borrower that a prepayment is required under this Section, and the Borrower receives any payments with respect agrees thereupon to purchases make prepayments of Permitted Receivables under Loans such that, after giving effect to such prepayment the Permitted Receivables Purchase Facility from BofA or any Affiliate, such payments aggregate Equivalent amount of all Loans does not exceed the Commitment.
(c) Any prepayments pursuant to this Section 2.07 shall be immediately usedapplied to Loans with the shortest Interest Periods remaining. The Borrower shall pay, without demand or notice from any Persontogether with each prepayment under this Section 2.07, by the Borrower to prepay accrued interest on the amount of Revolving Loans, L/C Advances prepaid and Swingline Loans (as necessary) by the any amounts of any such paymentsrequired pursuant to Section 4.04.
Appears in 1 contract
Samples: Credit Agreement (Waterlink Inc)
Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) IfSubject to Section 4.04, if on any date that the Total Commitment Amount automatically decreases pursuant to the terms hereof, the amount of Loans outstanding exceeds the then-permitted Total Commitment Amount, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of the U.S. Dollar Equivalent of L/C Obligations and the Effective Amount of the Revolving Loans exceeds the L/C CommitmentCombined Commitment then in effect, the Borrower Company shall immediately upon demand pay over the amount of the excess to the Agent to be applied against the Revolving Loans until paid in full with any excess to be used to Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate L/C Commitment. Subject to Section 4.4, if on .
(b) [Intentionally Omitted].
(c) On any date when the outstanding (i) Revolving Loans (after giving effect to any Cash Collateralization made Borrowings effected on such date pursuant to the preceding sentence, date) together with the Effective Amount of all Revolving Loans and Swingline Loans then outstanding plus the Effective Amount U.S. Dollar Equivalent of all L/C Obligations exceeds the combined CommitmentsCombined Commitments or (ii) Revolving Loans (after giving effect to any Borrowings effected on such date) exceeds the Revolving Loan Commitment Sublimit, the Borrower Company shall immediatelymake a mandatory prepayment of the Revolving Loans on a pro rata basis in such amount as may be necessary so that the aggregate amount of outstanding Revolving Loans after giving effect to such prepayment does not exceed the Combined Revolving Loan Commitment Sublimit then in effect.
(d) If the Company or any of its Subsidiaries shall at any time or from time to time make or agree to make a Disposition, and without notice or demand, prepay then (i) the outstanding principal Company shall promptly notify the Agent of such proposed Disposition (including the amount of the estimated Net Proceeds to be received by the Company in respect thereof) and (ii) promptly upon receipt by the Company or its Subsidiary of the Net Proceeds of such Disposition, the Company shall prepay Loans in an aggregate amount equal to the amount of such Net Proceeds.
(e) If the Company shall obtain, or shall cause Summer Street to obtain, a mortgage on the Headquarters Building or any other type of financing in accordance with the provisions of Section 7.14(c), the Company shall promptly notify the Agent of the estimated Net Proceeds of such mortgage or other type of financing to be received by the Company or Summer Street in respect thereof. Promptly upon receipt by the Company or Summer Street of the Net Proceeds of such mortgage or other type of financing, the Company shall prepay the Loans in an aggregate amount equal to the amount of such Net Proceeds.
(f) Simultaneously with each prepayment of a Loan, the Company shall prepay all accrued interest on the amount prepaid through the date of prepayment. Unless otherwise specified by the Company each prepayment of Revolving Loans shall first be applied to Base Rate Loans then outstanding, then to Offshore Rate Loans with the shortest Interest Periods remaining. Unless otherwise specified, all non-mandatory prepayments of Revolving Loans shall be applied first to Revolving Loans in accordance with the preceding sentence. If any prepayment is made in respect of any Offshore Rate Loans, L/C Advances and Swingline Loans in whole or in part, prior to the last day of the applicable Interest Period, the Company agrees to indemnify the Banks in accordance with Section 4.04.
(as necessaryg) Upon consummation of any issuance of Subordinated Debt, a pro rata portion of the Combined Commitments equal to the amount of Net Issuance Proceeds of such issuance of Subordinated Debt shall be permanently reduced by an amount equal to the applicable excess. Additionallysum of such Net Issuance Proceeds.
(h) Upon the making of any mandatory prepayment under this Section 2.07(d) or (e), the Revolving Loan Commitment Sublimit (and concurrently therewith the Commitments) of each Bank shall automatically be reduced by an amount equal to such Bank's ratable share of the extent aggregate of principal repaid, effective as of the Borrower receives earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder and any payments with respect to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA or any Affiliate, such payments excess thereof shall be immediately usedapplied to cash collateralize any outstanding Letters of Credit. All accrued commitment fees to, without demand or notice from any Person, by but not including the Borrower to prepay the amount of Revolving Loans, L/C Advances and Swingline Loans (as necessary) by the amounts effective date of any reduction or termination of Commitments, shall be paid on the effective date of such paymentsreduction or termination.
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Mandatory Prepayments of Loans Mandatory Commitment Reductions. (a) If, on any date that the Total Commitment Amount automatically decreases pursuant to the terms hereof, the amount of Loans outstanding exceeds the then-permitted Total Commitment Amount, the Borrower shall immediately pay such excess amount to the Agent for the ratable benefit of the Banks. As the Total Commitment Amount available hereunder is reduced, each Bank's Commitment amount hereunder shall be automatically reduced in accordance with its Pro Rata Share of the Total Commitment Amount.
(b) If on any date on or prior to the Revolving Termination Date the Effective Amount of Commercial L/C Obligations exceeds the Commercial L/C Commitment, the Borrower Company shall Cash Collateralize on such date the outstanding Commercial Letters of Credit in an amount equal to such excess. If on any date the excess Effective Amount of Standby L/C Obligations exceeds the maximum amount then available to be drawn under the Letters of Credit over the aggregate Standby L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Standby Letters of Credit in an amount equal to such excess. Subject to Section 4.4, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the two preceding sentencesentences, the Effective Amount of all Facility A Revolving Loans and Swingline Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined Facility A Commitments, the Borrower Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the Facility A Revolving Loans, Loans and L/C Advances and Swingline Loans (as necessary) by an amount equal to the applicable such excess. AdditionallyIf on any date the Effective Amount of all Facility B Revolving Loans then outstanding exceeds the combined Facility B Commitments, to the extent the Borrower receives any payments with respect to purchases of Permitted Receivables under the Permitted Receivables Purchase Facility from BofA Company shall immediately, and without notice or any Affiliatedemand, such payments shall be immediately used, without demand or notice from any Person, by the Borrower to prepay the outstanding principal amount of the Facility B Revolving Loans, Loans by an amount equal to such excess. If on any date the Effective Amount of all Loans and all L/C Advances Obligations exceeds the combined Commitments, the Company shall immediately, and Swingline without notice or demand, prepay the outstanding principal amount of the Loans (as necessary) by the amounts of any an amount equal to such paymentsexcess.
Appears in 1 contract
