Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof. (b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof. (c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess. (i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated. (ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment. (iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 3 contracts
Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loanswithout premium or penalty a Prime Rate Loan, in whole or in part, without premium or penalty (other than any amounts payable pursuant with accrued interest to subsection 3.11 if the date of such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; prepaid, provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesthat, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans partial prepayment shall be in an aggregate a principal amount of at least not less than One Hundred Thousand Dollars ($1,000,000 or an integral multiple of $100,000 in excess thereof100,000) (each such payment, a “Prime Rate Optional Prepayment”).
(b) The Borrower may at any time and from time to time prepay, prepay without premium or penalty (other than any amounts payable pursuant but subject to subsection 3.11 if such prepayment is the provisions of Multicurrency Loans and is made on Section 13.03 hereof a day other than the last day of the Interest Period with respect thereto), the Multicurrency LoansEurodollar Loan, in whole or in part, upon at least three Business Days’ irrevocable notice with accrued interest to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prepayment on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans paid, provided that, each partial prepayment shall be in an aggregate a principal amount the Dollar Equivalent of which is at least not less than One Million Five Hundred Thousand Dollars ($1,000,000 or 1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an integral multiple of $100,000 in excess thereof“Optional Prepayment”).
(c) If During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations.
(d) To the extent that, at any time during given time, (i) the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders Outstanding Credit Facilities exceed the Aggregate then effective Revolving Credit Commitments then in effectCommitment, or (ii) the Borrower shallOutstanding Credit Facilities minus amounts outstanding under the Term Loan, without notice if any, exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or demand, immediately prepay (iii) the Revolving Credit Loans and/or exceed the Multicurrency Availability for Revolving Credit Loans, or (iv) the Obligations exceed any of the other borrowing limitations set forth in this Agreement, in each case the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.08 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.08(e) hereof.
(e) In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.08 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall be deemed to be Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans. The Cash Collateral in such segregated account shall represent a reduction of the Eurodollar Loans then outstanding and such amount shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Agent shall hold such amounts in such that segregated account and use it to pay the Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining mandatory prepayment shall then be applied to Letter of Credit Obligations in accordance with Section 2.08(d) hereof.
(f) Borrower may, without premium or penalty, reduce the Revolving Credit Commitment to an amount not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Credit Loans, the Term Loan and the Letter of Credit Obligations then outstanding. Each such reduction (i) shall be in an amount which is an integral multiple of One Million Dollars ($1,000,000), (ii) shall be made providing not less than ten (10) Banking Days written notice to Agent, which notice shall state the amount of the payment to be made and shall conform to the amount of the Revolving Credit Loans so prepaid and Commitment after giving effect to such payment, (Biii) shall reduce, on a permanent basis, the Dollar Equivalent of the aggregate principal Revolving Credit Commitment by an amount of the Multicurrency Loans so prepaid, equals or exceeds equal to the amount of such excessreduction, and (iv) shall be irrevocable. Except as otherwise provided in Section 2.01(b) hereof, once reduced the Revolving Credit Commitment may not be increased. Borrower may reduce the Revolving Credit Commitment to Zero Dollars ($0) provided the Revolving Credit Termination Date occurs simultaneously therewith.
(ig) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Any prepayments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans Term Loan pursuant to this subsection 3.1(c) hereto shall be accompanied by any amounts payable applied to reduce scheduled principal payments required under subsection 3.11 in connection with such prepayment.
(iiiSection 2.07(b) Notwithstanding hereof, on a pro-rata basis among the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required scheduled principal payments remaining to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Daymade.
Appears in 3 contracts
Samples: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)
Optional and Mandatory Prepayments. (a) The Borrower may may, without penalty, upon at any time least five Business Days' written notice to the Administrative Agent stating the proposed date and from time to time principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the Loans, Advances in whole or in part; provided, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such however, that each partial prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 US$5,000,000 or an integral multiple of $100,000 US$1,000,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day If as of the Interest Period with respect thereto)SDSCR Determination Date, the Multicurrency LoansHistoric Semi-Annual SDSCR is equal to or less than 1.625 to 1.0, in whole or in part, upon at least three the Borrower shall prepay the Advances within seven (7) Business Days’ irrevocable notice Days of the SDSCR Determination Date by an amount equal to the Administrative Agent specifying Excess Cash Flow for the date and amount of prepayment; provided further that three month period immediately preceding such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofSDSCR Determination Date.
(c) If at To the extent any time during Insurance Proceeds are allocated pursuant to Section 3.07 of the Commitment PeriodSecurity Agreement to make any prepayments hereunder, for any reason on the Aggregate Total Outstandings of all Lenders exceed Interest Payment Date applicable to this Agreement immediately succeeding the Aggregate Revolving Credit Commitments then in effectdate on which such amounts become available, the Borrower shall, without notice or demand, immediately shall prepay the Revolving Credit Loans and/or the Multicurrency Loans in Advances by an amount equal to any amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excessallocated.
(id) If, at any time during Upon execution by the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Seller of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum Direction Letter pursuant to Section 3.4 of the Aggregate Multicurrency Outstandings plus Escrow Agreement the Dollar Equivalent Borrower shall prepay the Advances within the following 3 business days after such execution in an amount equal to that portion of the Purchase Price allocable to the Airport or Airports whose Aviation Assets are not purchased by the Purchaser Subsidiaries so that the Lender's Percentage, after giving effect to such prepayment, shall equal the Lender's Percentage effective as of the date of the Advances.
(xe) In the aggregate outstanding principal amount event of Local Currency Loans and (y) the aggregate outstanding amount existence, creation or imposition of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or morea Material Contract Lien, the Borrower shall, without notice or demand, immediately shall prepay the Revolving Credit Loans and/or Advances by an amount equal to the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize lesser of (i) the L/C Obligations in amounts amount secured or intended to be secured by such that Material Contract Lien and (ii) the Material Contract Value of such Material Contract, if any such excess Material Contract Lien shall not be removed or bonded within thirty (30) days after receipt of written notice of the creation or imposition of such Material Contract Lien. Notwithstanding the foregoing, the provisions of this Section 2.08(e) shall not be applicable with respect to each Airport for which a consent is eliminatedreceived in accordance with Section 5.01(r).
(iif) In the event that any representation and warranty required to be made by Borrower on any Subsequent Closing pursuant to the terms of Section 5.01(s) shall not be true and correct before and after giving effect to such Subsequent Closing, and in the case of any representation and warranty made pursuant to Section 4.01(r) with respect to Aviation Assets having an aggregate value not in excess of 10% of the Purchase Price allocable to the applicable Airport such failure shall remain uncured for sixty (60) days following such Subsequent Closing, the Borrower shall prepay the Advances by an amount equal to that portion of the Purchase Price allocable to the Airport or Airports with respect to which such representation and warranty is not true and correct so that the Lender's Percentage, after giving effect to such prepayment, shall equal the Lender's Percentage effective as of the date of the Advances.
(g) Each prepayment of Loans pursuant to this subsection 3.1(c) Advances shall be (i) allocated among the Lenders pro rata based on their respective portion of the Advances, (ii) accompanied by the payment of accrued interest on the amount prepaid to the date of prepayment and (iii) in the event of a prepayment of a Eurodollar Rate Advance, accompanied by any amounts amount payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business DaySection 8.04(c).
Appears in 2 contracts
Samples: Credit Agreement (Macquarie Infrastructure CO Trust), Credit Agreement (Macquarie Infrastructure CO Trust)
Optional and Mandatory Prepayments. (a) The Each Borrower may at any time and from time to time prepay (in the relevant currency) its Revolving Credit Loans (subject, in the case of Eurodollar Loans, CDOR Loans and Money Market Loans to compliance with the terms of Section 2.2(e) and Section 2.13), in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, upon at least three (3) Business Days’ ' irrevocable notice from such Borrower to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice of prepayment, the Administrative Agent shall promptly notify each 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 any amounts payable pursuant to Section 2.13. Partial Subject to Section 2.2(e), partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 500,000 (if prepaying Dollar-Denominated Loans) or an integral C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof.
thereof (b) The Borrower may at any time and from time to time prepayor, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto)less, the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excessLoans).
(ib) If, at as of 10:00 A.M. Toronto time on the last Business Day of any time during the Commitment Periodcalendar month, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus Outstanding Revolving Extensions of Credit of all of the Dollar Equivalent of (x) Lenders exceeds the aggregate outstanding principal amount of Local Currency Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and (yin any order designated by the Borrowers, or if not so designated, first to the Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated Loans) the aggregate outstanding amount of L/C Obligations attributable to or terminate or replace Letters of Credit denominated in currencies other by not later than Dollars12:00 Noon, exceeds Toronto time, on such day, to the extent required so that, after giving effect to such prepayments, terminations or replacements, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated Commitment then in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) effect. Each prepayment of Loans pursuant to this subsection 3.1(c) paragraph shall be accompanied by made in accordance with the provisions of Section 2.3(a) relating to optional prepayments (other than the giving of notices thereunder). The Administrative Agent shall, as soon as practicable after 10:00 A.M. Toronto time on the last day of any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding calendar month, give to the foregoing, mandatory prepayments Borrowers and the Lenders notice of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result the amount of fluctuations in Exchange Rates from time to time shall only be any prepayment required to be made pursuant to this subsection 3.1(c) paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the last Business Day Borrowers and the Lenders in the absence of each month on manifest error. However, the basis failure of the Exchange Rate in effect on Administrative Agent to provide any such Business Daynotice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least three four Business Days’ irrevocable notice to the Administrative AgentAgent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans, ABR Loans or Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness , or of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSwingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.
(ci) If If, at any time during the Commitment Period, for any reason the Aggregate Total Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such an amount that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excessexcess (or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with the provisions of subsection 4.8).
(iii) If, at the end of any time month during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2A) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5105% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of Commitments, (xB) the aggregate outstanding principal amount of Local Currency Loans and Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or (yC) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds exceed the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or moreCommitment, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Multicurrency Loans and/or the Multicurrency Loans and/or Local Currency Swingline Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iiiii) Each prepayment of Loans pursuant to this subsection 3.1(c3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans penalty, except as set forth in Section 2.6(c) and is made on a day other than the last day of the Interest Period with respect thereto2.6(d), upon at least three Business Working Days’ irrevocable notice to (in the Administrative Agentcase of any Eurodollar Loan) and one Business Day’s irrevocable notice (in the case of any ABR Loan or Fixed-Rate Loan), specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans Loans, the Fixed-Rate Loan, or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereofthereof and may only be made, if after giving effect thereto, Section 2.9 shall not have been contravened.
(b) The Borrower may If, at any time and from time to time prepaytime, either (A) the Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Indebtedness of the Borrower (including, without premium limitation, the Loans made to the Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (35) calendar days thereafter, the Borrower shall repay the Loans and/or other Indebtedness to the extent necessary to ensure that (x) the Borrower’s Asset Coverage Ratio after such payments is in compliance with this Agreement or penalty (other than y) the aggregate amount of all Indebtedness of the Borrower then outstanding does not after such payments exceed such limits provided in the Borrower’s Prospectus, as the case may be.
(c) In the event that any amounts payable pursuant to subsection 3.11 if such prepayment of any Eurodollar Loan is of Multicurrency Loans and is made required or permitted on a day date other than the last day of the then current Interest Period with respect thereto), the Multicurrency Loans, Borrower shall indemnify Lender therefor in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofaccordance with Section 2.15 hereof.
(cd) If at In the event that any time during prepayment of the Commitment Period, for any reason Fixed-Rate Loan is required or permitted on a date other than the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effectMaturity Date, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans shall indemnify Lender therefor in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excessaccordance with Section 2.15 hereof.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Loan Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Loan Agreement
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by the payment of unpaid accrued interest on the principal amount so prepaid and any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect theretopenalty, except as set forth in Section 2.6(c), upon at least three Business Working Days’ irrevocable notice (in the case of Eurodollar Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereofthereof and may only be made, if after giving effect thereto, Section 2.8 shall not have been contravened.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Periodtime, for any reason either (1A) the Aggregate Total Outstandings Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Indebtedness of the Multicurrency Lenders by 5% or moreBorrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (235) calendar days thereafter, the Aggregate Multicurrency Outstandings exceed Borrower shall repay Loans to the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of extent necessary to ensure that (x) the aggregate outstanding principal amount of Local Currency Loans and Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning the minimum Asset Coverage Ratio set forth in this Agreement or (y) the aggregate outstanding amount of L/C Obligations attributable to Letters all Indebtedness of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, Borrower then outstanding does not after such payments exceed such limits provided in the aggregateBorrower’s Prospectus, as the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminatedcase may be.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Kayne Anderson Energy Total Return Fund, Inc.), Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect theretopenalty, except as set forth in Section 2.6(c), upon at least three Business Working Days’ irrevocable notice (in the case of Eurodollar Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereofthereof and may only be made, if after giving effect thereto, Section 2.8 shall not have been contravened.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Periodtime, for any reason either (1A) the Aggregate Total Outstandings Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Indebtedness of the Multicurrency Lenders by 5% or moreBorrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (235) calendar days thereafter, the Aggregate Multicurrency Outstandings exceed Borrower shall repay Loans to the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of extent necessary to ensure that (x) the aggregate outstanding principal amount of Local Currency Loans and Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning minimum the Asset Coverage Ratio set forth in this Agreement or (y) the aggregate outstanding amount of L/C Obligations attributable to Letters all Indebtedness of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, Borrower then outstanding does not after such payments exceed such limits provided in the aggregateBorrower’s Prospectus, as the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminatedcase may be.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Kayne Anderson Energy Total Return Fund, Inc.), Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least three four Business Days’ irrevocable notice to the Administrative AgentAgent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans, ABR Loans or Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness , or of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSwingline Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereof.
(ci) If If, at any time during the Commitment Period, for any reason the Aggregate Total Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such an amount that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excessexcess (or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with the provisions of subsection 4.8).
(iii) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2A) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5105% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of Commitments, (xB) the aggregate outstanding principal amount of Local Currency Loans and Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or (yC) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds exceed the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or moreCommitment, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Multicurrency Loans and/or the Multicurrency Loans and/or Local Currency Swingline Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iiiii) Each prepayment of Loans pursuant to this subsection 3.1(c3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Schein Henry Inc), Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three four Business Days’ ' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ ' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(ci) If If, at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(iii) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or moreLenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or moreCommitments, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceedsshall exceed, in the aggregate, the Multicurrency Sublimit by 5% or more$200,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(iiiii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iiiiv) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
(d) If a Receivables Transaction is consummated on any date, on the next Business Day, the Borrower shall prepay the Revolving Credit Loans (or at the option of the Borrower, the Revolving Credit Loans under the Existing Credit Agreement), Multicurrency Loans (or at the option of the Borrower, the Multicurrency Loans under the Existing Credit Agreement), Local Currency Loans (or at the option of the Borrower, the Local Currency Loans under the Existing Credit Agreement) and/or cash collateralize the L/C Obligations in an aggregate amount equal to the Receivables Transaction Prepayment Amount in respect of such Receivables Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Bei Medical Systems Co Inc /De/), Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect theretopenalty, except as set forth in Section 2.6(c), upon at least three Business Working Days’ irrevocable notice (in the case of Eurodollar Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereofthereof and may only be made, if after giving effect thereto, Section 2.13(c) shall not have been contravened.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Periodtime, for any reason either (1A) the Aggregate Total Outstandings Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Indebtedness of the Multicurrency Lenders by 5% or moreBorrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (235) calendar days thereafter, the Aggregate Multicurrency Outstandings exceed Borrower shall repay Loans to the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of extent necessary to ensure that (x) the aggregate outstanding principal amount of Local Currency Loans and Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning minimum the Asset Coverage Ratio set forth in this Agreement or (y) the aggregate outstanding amount of L/C Obligations attributable to Letters all Indebtedness of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, Borrower then outstanding does not after such payments exceed such limits provided in the aggregateBorrower’s Prospectus, as the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminatedcase may be.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Credit Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Optional and Mandatory Prepayments. (a) The Borrower Loans may be prepaid at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day option of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; Company as provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereofSection 3.11.
(b) The Borrower may If the Company receives any Net Cash Proceeds from any of the following events, the Company shall apply such Net Cash Proceeds at the following times and in the following amounts first, to the prepayment of outstanding Loans, and second, to the payment or cash collateralization of outstanding Letter of Credit Obligations (any such application, a “Proceeds Application”):
(1) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from any sale or other disposition of property or assets by the Company or a Restricted Subsidiary (other than (A) sales of assets permitted by Section 6.06, and (B) the first $1,000,000 of Net Cash Proceeds from such asset sales received after the date of this Agreement), the Company shall make a Proceeds Application in an amount equal to 100% of such Net Cash Proceeds;
(2) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any debt securities of the kind described in clause (a) or (c) of the definition of Indebtedness (other than Indebtedness evidenced by the Note), the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds;
(3) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or a Restricted Subsidiary, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds;
(4) Within five Business Days following the receipt by the Company of any Net Cash Proceeds of insurance resulting from an event of loss or casualty with respect to any property, or of a condemnation award resulting from any condemnation or taking by a Governmental Authority, to the extent that such Net Cash Proceeds are not reinvested by the Company, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds. Notwithstanding the foregoing, the total payment obligation of the Company pursuant to this Section 2.03(b) shall not at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than exceed the last day sum of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent balance of which is and accrued interest on all outstanding Loans plus cash collateralization of all outstanding Letter of Credit Obligations at least $1,000,000 or an integral multiple of $100,000 in excess thereofsuch time.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate outstanding principal amount of the Revolving Loans and the Letter of Credit Obligations shall exceed the Revolving Commitment, the Company shall immediately notify the Lender thereof and prepay the Revolving Loans so prepaid and (B) to the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of extent necessary to eliminate such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and Borrowers shall have the right, from time to time time, to prepay the Loansoutstanding Loan, either in whole or in part, without by payment of (i) the principal amount of the Loan or portion thereof to be prepaid, (ii) all accrued but unpaid interest on the principal amount or portion thereof to be prepaid and (iii) subject to Section 3.02(d), a premium equal to the applicable percentage of the principal amount of the Loan or penalty portion thereof (other than any amounts payable pursuant but excluding the PIK Amounts) to subsection 3.11 if be prepaid set forth below for the period during which such prepayment is made (together with accrued interest thereon to the date of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), such prepayment) upon at least three five (5) Business Days’ irrevocable prior notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further Lenders (it being agreed that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such a notice may be revoked by revoked): Closing Date through November 8, 2005 3.0 % November 9, 2005 through November 8, 2006 2.0 % November 9, 2006 through November 8, 2007 1.0 % Thereafter 0.0 % Any optional partial prepayment of the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans Loan shall be in an aggregate the minimum principal amount of at least Two Hundred Fifty Thousand Dollars ($1,000,000 250,000.00) or an integral multiple thereof. No prepayment of $100,000 the Loan shall be made without the written consent of the authorized representative for the Senior Lender unless the loans made pursuant to the Senior Credit Agreements shall have been previously or simultaneously repaid in excess thereoffull in cash and the commitments thereunder shall have terminated or unless the prepayment consists of a refinancing of the Loan that is expressly permitted under the Senior Credit Agreements.
(b) The Borrower may at Promptly after any time Change of Control, the Borrowers shall repay the Loan, together with the prepayment premium set forth in Section 3.02(a) and from time to time prepayall accrued but unpaid interest on the amount so prepaid; provided, however, that no such prepayment of the Loan shall be made without premium or penalty (other than any amounts payable the written consent of the authorized representative for the Senior Lender unless the loans made pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans the Senior Credit Agreements shall have been previously or simultaneously repaid in full in cash and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent commitments thereunder shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofhave been terminated.
(c) If at Any prepayment shall be applied to the Notes pro rata in proportion to the relative outstanding principal amounts thereof.
(d) In the event that (i) the Borrower effects any time during acquisition (whether in the Commitment Periodform of a stock acquisition, for any reason the Aggregate Total Outstandings asset acquisition, merger, joint venture or otherwise) of all or any part of the property or assets of any Person which violates any provision of this Agreement, unless the Lenders exceed otherwise consent to such acquisition (and waive such violation), or (ii) the Aggregate Revolving Credit Commitments Obligations are refinanced and in connection therewith any of the Lenders (or their Affiliates) extend credit to the Borrowers in an amount equal to or in excess of the Loan, then in effect, each case the Borrower shall, without notice or demand, immediately shall prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans so prepaid and (B) Loan, together with all accrued but unpaid interest thereon to the Dollar Equivalent date of such prepayment, simultaneously with the consummation of such acquisition or refinancing, and, notwithstanding anything to the contrary set forth in this Section 3.02, no premium or penalty of any nature whatsoever, regardless of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount date of such excess.
prepayment, shall be due or payable; provided, however, that such payment shall only be made (i) If, at any time during simultaneously with or following the Commitment Period, for any reason either (1) the Aggregate Total Outstandings payment in full in cash of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Senior Indebtedness and all other liabilities, indebtedness and obligations of the Multicurrency Lenders by 5% or more, (2) Borrowers due and payable to the Aggregate Multicurrency Outstandings exceed Senior Lender pursuant to the aggregate Multicurrency Commitments by 5% or more, (3) the sum terms of the Aggregate Multicurrency Outstandings plus Senior Loan Documents and the Dollar Equivalent termination of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) loan commitments under the aggregate outstanding amount of L/C Obligations attributable to Letters of Senior Credit denominated in currencies other than DollarsAgreements, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment with the prior written consent of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
the authorized representative for the Senior Lender or (iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis if such payment of the Exchange Rate in effect on such Business DayLoan consists of a refinancing of the Loan that is expressly permitted under the Senior Credit Agreements.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower Loans may be prepaid at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day option of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; Company as provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereofSection 3.113.12.
(b) The Borrower may If the Company receives any Net Cash Proceeds from any of the following events, the Company shall apply such Net Cash Proceeds at the following times and in the following amounts first, to the prepayment of outstanding Loans, and second, to the payment or cash collateralization of outstanding Letter of Credit Obligations (any such application, a “Proceeds Application”):
(1) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from any sale or other disposition of property or assets by the Company or a Restricted Subsidiary (other than (A) sales of assets permitted by Section 6.06, and (B) the first $1,000,000 of Net Cash Proceeds from such asset sales received after the date of this Agreement), the Company shall make a Proceeds Application in an amount equal to 100% of such Net Cash Proceeds;
(2) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any debt securities of the kind described in clause (a) or (c) of the definition of Indebtedness (other than Indebtedness evidenced by the Note), the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds;
(3) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or a Restricted Subsidiary, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds;
(4) Within five Business Days following the receipt by the Company of any Net Cash Proceeds of insurance resulting from an event of loss or casualty with respect to any property, or of a condemnation award resulting from any condemnation or taking by a Governmental Authority, to the extent that such Net Cash Proceeds are not reinvested by the Company, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds. Notwithstanding the foregoing, the total payment obligation of the Company pursuant to this Section 2.03(b) shall not at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than exceed the last day sum of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent balance of which is and accrued interest on all outstanding Loans plus cash collateralization of all outstanding Letter of Credit Obligations at least $1,000,000 or an integral multiple of $100,000 in excess thereofsuch time.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate outstanding principal amount of the Revolving Loans and the Letter of Credit Obligations shall exceed the Revolving Commitment, the Company shall immediately notify the Lender thereof and prepay the Revolving Loans so prepaid and (B) to the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of extent necessary to eliminate such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The a Borrower may at any time and from time to time prepay the Loansa Prime Rate Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, an "Optional Prepayment"). Eurodollar Loans may only be prepaid at end of any Interest Period.
(b During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal, during any Fiscal Year, to the net proceeds received in excess of $250,000 in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of any Restricted Subsidiary; (ii)-in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument or from the proceeds of the Key-Person Life Insurance Policies referenced in Section 8.11 hereof, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any property and casualty insurance policy, to the extent that, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, within a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to affect such repair or replacement, as determined by Agent in good faith, or unless otherwise agreed to by Agent. So long as the Intercreditor Agreement remains in effect, notwithstanding anything to the contrary contained herein, the Banks shall be entitled to receive their Ratable Portion of the prepayments required to be paid under this Section 2.07(b) and if Agent shall be in receipt of any proceeds of such prepayments in excess of the Banks' Ratable Portion of such prepayments (the "Excess Prepayments"), Agent shall deliver such Excess Prepayments to the Note Agent (as defined in the Intercreditor Agreement). With respect to the prepayments received by Agent for the ratable benefit of Lenders under this Section 2.07(b), such prepayments shall be applied first, to the repayment of the then outstanding Revolving Credit Loans and second, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations; provided that, any mandatory prepayment of the Revolving Credit Loans or amounts held as Cash Collateral to secure Letters of Credit hereunder shall permanently reduce the Supplemental Amount and the Revolving Credit Commitment on a dollar for dollar basis to the extent such proceeds are received by Agent in accordance with the terms of the Intercreditor Agreement (with respect to secured Letter of Credit Obligations such reduction will occur as Letter of Credit Obligations are satisfied by the Cash Collateral).
(c To the extent that, at any given time, (i) the Outstanding Credit Facilities exceed the then effective Revolving Credit Commitment, or (ii) the Outstanding Credit Facilities exceed the sum of the Availability for Revolving Credit Loans plus the Letter of Credit Obligations, or (iii) the Revolving Credit Loans exceed the Availability for Revolving Credit Loans, the Borrower shall immediately pay to the Agent for the ratable benefit of the Banks a mandatory prepayment of the Revolving Credit Loans in an amount equal to such excess and/or Borrower shall immediately provide Cash Collateral for the Letter of Credit Obligations to the extent required to eliminate such excess. Any Cash Collateral deposited with the Agent for the ratable benefit of the Banks in accordance with the terms of this Section 2.07 shall be credited, for purposes of the calculation of Availability for Revolving Credit Loans under Section 2.01 hereof, against the outstanding Letter of Credit Obligations subject to Section 2.07(d) hereof.
(d In the event Eurodollar Loans are outstanding at the time of any mandatory prepayment under this Section 2.07 hereof, such mandatory prepayment shall be applied first to reduce any Prime Rate Loans outstanding to zero. Any remaining mandatory prepayment amount shall constitute Cash Collateral and shall be deposited by Agent in a segregated account to be applied to the Eurodollar Loans as more particularly set forth below. Such Cash Collateral shall be credited against Revolving Credit Loans for purposes of calculating Availability for Revolving Credit Loans. Such Cash Collateral shall be used to repay Eurodollar Loans as such loans mature. If the amounts in the segregated account are sufficient to pay (at maturity) the then outstanding Eurodollar Loans, any remaining portion of such Cash Collateral shall then be held as Cash Collateral in respect of any then outstanding Letter of Credit Obligations in accordance with Sections 2.07(b) and (c) hereof.
(e Borrower may, without premium or penalty (other penalty, reduce the Revolving Credit Commitment to an amount not less than any amounts payable pursuant to subsection 3.11 if such prepayment is the sum of Eurodollar the aggregate unpaid principal amount of all Revolving Credit Loans and is made on a day other than the last day Letter of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that Credit Obligations then outstanding. Each such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower reduction (by notice to the Administrative Agent on or prior to the specified effective datei) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or which is an integral multiple of $100,000 in excess thereof.
1,000,000, (bii) The Borrower may at any time and from time shall be made after providing not less than ten (10) Banking Days written notice to time prepayAgent, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than which notice shall state the last day amount of the Interest Period with respect thereto), payment to be made and shall confirm the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and Commitment after giving effect to such payment, (Biii) shall reduce, on a permanent basis, the Dollar Equivalent of the aggregate principal Revolving Credit Commitment by an amount of the Multicurrency Loans so prepaid, equals or exceeds equal to the amount of such excess.
(i) Ifreduction, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (yiv) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollarsshall be irrevocable. Once reduced, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or Commitment may not be increased. Borrower may reduce the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans Commitment to $0 provided that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business DayRevolving Credit Termination Date occurs simultaneously therewith.
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Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time time, in the case of Alternate Base Rate Loans, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, upon at least three four Business Days’ ' prior irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 in excess thereof.
(bi) The Borrower may at If any time and from time Loan Party or any of its Subsidiaries shall sell, lease, assign, exchange or otherwise dispose of (including as a result of casualty or condemnation) any of its assets in accordance with subsection 6.6(b) or (e) or, prior to time prepayan IPO Event, without premium subsection 5.6(b) or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day e) of the Interest Period with respect thereto)Culbro Group Guarantee, the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments on which the Net Cash Proceeds thereof are received by such Loan Party or such Subsidiary, as the case may be, an amount equal to 100% of Multicurrency such Net Cash Proceeds shall be applied to the prepayment of the Loans and to the permanent reduction of the Revolving Credit Commitments in accordance with paragraph (iv) below.
(ii) If any Loan Party or any of its Subsidiaries shall sell or issue any class of its Capital Stock after the Closing Date, on the date on which the Net Cash Proceeds thereof are received by such Loan Party or such Subsidiary, as the case may be, an amount equal to 100% of such Net Cash Proceeds shall be applied to the prepayment of the Loans and to the permanent reduction of the Revolving Credit Commitments in accordance with paragraph (iv) below, provided that no reduction of the Revolving Credit Commitments to an amount less than $50,000,000 shall be required pursuant to this subsection and, provided, further, that the Term Loans shall be paid in full upon the occurrence of an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofIPO Event.
(ciii) If at If, after the Closing Date, any time during reduction in the Commitment PeriodPurchase Price is required pursuant to Section 1.6 of the Asset Purchase Agreement or Section 1.4 of the Stock Purchase Agreement, for on the date on which the Borrower receives any reason payment in respect of such reduction an amount equal to 100% of the Aggregate Total Outstandings cash proceeds thereof shall be applied to the prepayment of all Lenders exceed the Aggregate Loans and to the permanent reduction of the Revolving Credit Commitments in accordance with paragraph (iv) below, provided that no such prepayment or reduction of the Revolving Credit Commitments shall be required except to the extent that the aggregate amount of such Purchase Price reduction exceeds $500,000.
(iv) Prepayments on account of the Loans and reductions in the Revolving Credit Commitments made pursuant to paragraphs (i), (ii) and (iii) of this subsection shall be applied first, to the Term Loans, and second, to the permanent reduction of the Revolving Credit Commitments then in effect. If, the Borrower shall, without notice or demand, immediately prepay after giving effect to any such reduction in the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) Commitments, the aggregate then outstanding principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of shall exceed the aggregate principal amount of the Multicurrency Revolving Credit Commitments of all the Lenders as so reduced, the Borrower shall prepay the Revolving Credit Loans so prepaid, equals or exceeds to the amount extent of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(iic) Each prepayment of the Loans pursuant to this subsection 3.1(c) shall be accompanied by made together with any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result and, in the case of fluctuations in Exchange Rates from time the Term Loans, accrued interest to time shall only be required to be made pursuant to this subsection 3.1(c) the date of prepayment on the last Business Day of each month amount prepaid. Amounts prepaid on the basis account of the Exchange Rate in effect on such Business DayTerm Loans may not be reborrowed.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than penalty; provided, that if a Loan is prepaid on any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect applicable thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable Borrower shall also pay any amounts owing pursuant to each; provided further Section 2.11 and provided, further, that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to after the specified effective date) if such condition is not satisfiedInitial Maturity Date, any prepayment shall be applied pro rata among the Loans and Exchange Notes as provided in Section 2.5(d). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. Partial prepayments of Loans and the Exchange Notes shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000, or a whole multiple thereof and (B) the aggregate unpaid principal amount of the Loans and Exchange Notes, as the case may be.
(i) If, subsequent to the Closing Date, the Borrower or any of its Restricted Subsidiaries shall issue the Take-Out Debt or any Indebtedness (other than Indebtedness Incurred pursuant to Section 6.1(b)(i), (iii), (iv), (v)(y), (v)(z), (vi), (vii), (viii), (ix), (x) or (xi)) or Capital Stock (other than shares of Capital Stock of a Subsidiary issued to the Borrower or any Wholly Owned Subsidiary of the Borrower), an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in Section 2.5(d); provided, however, that, except in the case of any Take-Out Debt, such Net Cash Proceeds need not be applied to the prepayment of the Loans and the Exchange Notes to the extent that such Net Cash Proceeds are required to be and are applied pursuant to the Senior Credit Agreement in satisfaction of obligations thereunder.
(ii) If, subsequent to the Closing Date, the Borrower or any of its Restricted Subsidiaries shall be required to apply any Net Available Cash pursuant to Section 6.4, an amount equal to such Net Available Cash shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in Section 2.5(d) below.
(c) The Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least three (3) Business Days’ prior irrevocable notice or, telephone notice promptly confirmed in writing of each prepayment in whole or in part pursuant to this Agreement setting forth the date and amount thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal , together with accrued interest to, but excluding, such date on the amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereofprepaid.
(bd) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable As promptly as practicable after the Administrative Agent receives notice of a prepayment pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect theretoSection 2.5(c), the Multicurrency LoansAdministrative Agent, in whole or in partcooperation with the Trustee, upon at least three Business Days’ irrevocable shall give notice to each holder of an Exchange Note of the pro rata amount that would be payable to such holder in respect of such holder’s Exchange Note and the expected date of such prepayment. Any holder of noncallable Exchange Notes that wishes to accept such prepayment (each, an “Accepting Holder”) shall notify the Trustee and the Administrative Agent specifying the date and amount in writing within ten (10) Business Days of receipt of notice of prepayment; provided further that such notice delivered by . Payments and offers to prepay the Borrower may state that such notice is conditioned upon Loans and Exchange Notes shall be made ratably among the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Loans and Exchange Notes. After the Administrative Agent on or prior receives the prepayment amount, such prepayment amount shall be distributed promptly by the Administrative Agent, in cooperation with the Trustee, subject to Section 2.8(b), in the following order, with appropriate adjustments being made to account for the receipt by the Trustee of any prepayment in respect of the Exchange Notes: First, to the specified effective date) if such condition is not satisfied. Upon payment of all amounts described in clauses “First” and “Second” of Section 2.8(b)(i); Second, to the receipt payment of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be interest then due and payable on the date specified therein. Partial prepayments Loans, Exchange Notes of Multicurrency Loans shall be Accepting Holders and callable Exchange Notes, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in an accordance with the aggregate amount of interest owed to each such Lender, Accepting Holder and Holder; and Third, to the payment of the principal amount of the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effectLoans, the Borrower shallExchange Notes of Accepting Holders and the callable Exchange Notes that is then due and payable, without notice or demandratably among the Lenders, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans Accepting Holders and Holders of callable Exchange Notes in amounts such that the sum of (A) accordance with the aggregate principal amount owed to each such Lender, Accepting Holder and Holder. Amounts offered to and rejected by any Exchange Note holder shall be ratably applied to prepay the Loans, the Exchange Notes held by Accepting Holders and callable Exchange Notes. Any offers to prepay non-callable Exchange Notes shall be made in accordance with the provisions relating thereto in the Indenture, and with applicable law, and the distribution of the Revolving Credit Loans so prepaid and (B) relevant prepayment amount hereunder shall be made promptly after the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount expiration of such excessoffer.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Brown Tom Inc /De)
Optional and Mandatory Prepayments. (a) The Borrower may Company may, subject to subsection 2.16, at any time and from time to time time, prepay the LoansCommitted Rate Loans and/or the Swing Line Loans then outstanding, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans penalty, and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ ' irrevocable notice to the Administrative Agent, specifying in the case of Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Agent, in the case of C/D Rate Loans and upon irrevocable notice to the Agent not later than 12:00 Noon, New York City time, on the date of such prepayment, in the case of ABR Loans, each such notice to specify (i) the date and amount of prepayment and such prepayment, (ii) whether the prepayment is of Eurodollar Loans, ABR Loans Loans, C/D Rate Loans, or a combination thereof, and, if of a combination thereof, the principal amount of prepayment allocable to each; each and (iii) the original principal amount of the Swing Line Loan, Swing Line Loans, Committed Rate Loan or Committed Rate Loans which are to be prepaid and the date or dates such Swing Line Loan, Swing Line Loans, Committed Rate Loan or Committed Rate Loans were made, provided further that such notice delivered by the Borrower Company may state that such notice is conditioned upon not both prepay ABR Loans under this subsection 2.6(a) and borrow ABR Loans under subsection 2.1 or 2.23 on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsame day. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount Company will make the prepayment specified in therein, together with any amounts payable pursuant to subsection 2.16, and such notice prepayment, together with such amounts payable pursuant to subsection 2.16, shall be due and payable on the date specified therein, together (in the case of Eurodollar Loans or C/D Rate Loans) with accrued interest to such date on the amount prepaid. Partial prepayments Each partial prepayment of the Loans pursuant to this paragraph (a) shall be in an amount equal to $2,500,000 or a greater whole multiple of $1,000,000; provided, that unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid in full, no prepayment shall be made in respect of Eurodollar Loans or C/D Rate Loans if, after giving effect to such prepayment, the aggregate principal amount of at least the Loans comprising any Tranche shall be less than $1,000,000 or an integral multiple of $100,000 in excess thereof5,000,000.
(b) The Borrower may If at any time the Aggregate Outstandings exceed the aggregate Commitments in effect at such time, whether as a result of a reduction or termination of the Commitments pursuant to subsection 2.5, or otherwise, the Company shall immediately prepay the Committed Rate Loans or Swing Line Loans, or, if no Committed Rate Loans or Swing Line Loans are outstanding, cash collateralize the Letters of Credit and from time the Bid Loans (in each case pursuant to time prepaya cash collateral agreement substantially in the form of Exhibit I (the "Cash Collateral Agreement")) in an amount equal to such excess, without premium or penalty (other than together with interest thereon accrued to the date of such prepayment and any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, 2.16 in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofconnection therewith.
(c) If at the making of any time during mandatory prepayment pursuant to subsection 2.6(b) would result in an obligation of the Commitment Period, for Company to pay any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effectmaterial amounts pursuant to subsection 2.16, the Borrower shallCompany shall be entitled, without notice or demandin lieu of making the required prepayment at such time, immediately prepay to place an amount equal to such prepayment in a cash collateral account established pursuant to the Revolving Credit Loans and/or Cash Collateral Agreement. Moneys on deposit in such cash collateral account shall be invested in short-term obligations of the Multicurrency United States government and shall be applied to the prepayment of the Loans in amounts accordance the Cash Collateral Agreement on the earliest date on which the costs to the Lenders referred to in subsection 2.16 would be avoided. During the period prior to such that prepayment of such Loans, interest shall continue to accrue on such Loans. Prior to the sum depositing of (A) any moneys in the aggregate principal amount cash collateral account, the Agent and the Lenders shall be provided with such legal opinions and other documentation with respect to the legality, validity, enforceability, perfection and priority of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals cash collateral account as they may reasonably deem necessary or exceeds the amount of such excessappropriate.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (First Brands Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant subject to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto2.17), upon at least three four Business Days’ ' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each 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 any amounts payable pursuant to subsection 2.17. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than In the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) event the aggregate unpaid principal amount of the Revolving Credit Loans shall at any time be in excess of the Borrowing Base at such time, the Agent shall so notify the Borrower, and the Borrower shall, within 30 days after such notification, either (i) prepay the principal of the Revolving Credit Loans, in an aggregate amount at least equal to such excess, together with accrued interest on the amount prepaid to the date of such prepayment or (ii) take such actions as may be approved by the Agent and the Co-Agent in their sole discretion to increase the Borrowing Base by the amount of such excess in a manner satisfactory to the Agent and the Co-Agent.
(c) In the event the Borrower or any Subsidiary Guarantor determines to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6 (a), (b), (c), (d) and (Bf)), the Borrower shall immediately notify the Agent and the Co-Agent (but in no event later than five Business Days prior to the date of such sale or disposition) and, no later than three Business Days following the Dollar Equivalent consummation of such sale or disposition, the Borrower shall prepay the Revolving Credit Loans in an aggregate amount equal to the net proceeds of such sale or disposition; provided that no later than three Business Days following the redetermination of the Borrowing Base by the Agent and the Co-Agent to reflect such sale or disposition to the extent required by subsection 2.6(b)(v), the Borrower shall additionally prepay the Revolving Credit Loans in an aggregate amount equal to the excess, if any, of (i) the aggregate principal amount of outstanding Revolving Credit Loans after reflecting payment of the Multicurrency Loans so prepaid, equals or exceeds the amount net proceeds of such excessasset sale or disposition over (ii) the Borrowing Base as redetermined by the Agent and the Co-Agent to reflect such sale or disposition.
(id) If, at any time during In the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency event that both ABR Loans and Eurodollar Loans are outstanding on the date of any such mandatory prepayment made in accordance with the terms of paragraph (yb) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4c) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or morethis Section 2.7, the Borrower shallshall apply such mandatory prepayment first to prepay any or all of such outstanding ABR Loans and next to prepay any or all of such outstanding Eurodollar Loans; provided that in the event the Borrower shall apply such mandatory prepayment to prepay a Eurodollar Loan on a date other than the last day of an Interest Period with respect thereto, without notice any losses or demand, immediately prepay costs incurred by the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) Lenders shall be accompanied indemnified by any amounts payable under subsection 3.11 the Borrower in connection accordance with such prepaymentthe provisions of Section 2.17.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Brown Tom Inc /De)
Optional and Mandatory Prepayments. (a) The Borrower Loans may be prepaid at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day option of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; Company as provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereofSection 3.11.
(b) The Borrower may If the Company receives any Net Cash Proceeds from any of the following events, the Company shall apply such Net Cash Proceeds at the following times and in the following amounts first, to the prepayment of outstanding Loans, and second, to the payment or cash collateralization of outstanding Letter of Credit Obligations (any such application, a "Proceeds Application"):
(1) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from any sale or other disposition of property or assets by the Company or a Subsidiary (other than (A) sales of assets permitted by Section 6.04, and (B) the first $1,000,000 of Net Cash Proceeds from such asset sales received after the date of this Agreement), the Company shall make a Proceeds Application in an amount equal to 100% of such Net Cash Proceeds;
(2) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any debt securities of the kind described in clause (a) or (c) of the definition of Indebtedness (other than Indebtedness evidenced by the Note), the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds;
(3) Within five Business Days following the receipt by the Company of any Net Cash Proceeds from the issuance of any equity securities of the Company or a Subsidiary, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds;
(4) Within five Business Days following the receipt by the Company of any Net Cash Proceeds of insurance resulting from an event of loss or casualty with respect to any property, or of a condemnation award resulting from any condemnation or taking by a Governmental Authority, to the extent that such Net Cash Proceeds are not reinvested by the Company, the Company shall make a Proceeds Application in an amount equal to 100% of all such Net Cash Proceeds. Notwithstanding the foregoing, the total payment obligation of the Company pursuant to this Section 2.03(b) shall not at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than exceed the last day sum of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent balance of which is and accrued interest on all outstanding Loans plus cash collateralization of all outstanding Letter of Credit Obligations at least $1,000,000 or an integral multiple of $100,000 in excess thereofsuch time.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate outstanding principal amount of the Revolving Loans and the Letter of Credit Obligations shall exceed the Revolving Commitment, the Company shall immediately notify the Lender thereof and prepay the Revolving Loans so prepaid and (B) to the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of extent necessary to eliminate such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may may, upon at least one (1) Business Day's notice to the Administrative Agent, prepay any Group of Base Rate Loans, in whole at any time and time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the LoansLoans of the several Banks included in such Group or Borrowing.
(b) The Borrower may, in whole or in partupon at least one (1) Business Days' notice to the Administrative Agent, without premium or penalty (other than prepay any amounts payable pursuant to subsection 3.11 if such prepayment is Euro-Dollar Loan as of Eurodollar Loans and is made on a day other than the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect thereto)to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, upon at least three Business Days’ irrevocable notice to the Administrative Agent8.3 or 8.4 hereof, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon not prepay all or any portion of the effectiveness principal amount of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or any Euro-Dollar Loan prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day end of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by applicable thereto unless the Borrower may state that shall also pay any applicable expenses pursuant to Section 2.13. Each such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans optional prepayment shall be in an aggregate principal amount the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Equivalent Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofhave not been so converted.
(c) If at any time during after the Commitment PeriodEffective Date the Borrower or EOPT shall receive Net Offering Proceeds in the form of cash, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effectthen, simultaneously therewith, the Borrower shall, without notice or demand, immediately prepay shall repay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that an amount equal to the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent lesser of (x) the aggregate outstanding principal amount of Local Currency Loans Net Offering Proceeds then received by the Borrower in cash, and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds Obligations.
(d) If at any time after the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or moreEffective Date, the Borrower shallshall receive proceeds, without notice dividends or demanddistributions relating to sale or disposition of the Borrower's interests in material Property or other assets (including, immediately prepay but not limited to, Joint Venture Interests and equity interests in Subsidiaries), then, simultaneously therewith, the Revolving Credit Borrower shall repay the Loans and/or in an amount equal to the Multicurrency Loans and/or Local Currency Loans and/or lesser of (x) the aggregate Net Price in the form of cash collateralize relating to such sale or disposition received by the L/C Obligations in amounts such that Borrower, and (y) the outstanding Obligations; provided, however, the Borrower shall not be required to make any such excess is eliminatedrepayment if and to the extent the Borrower uses such proceeds, dividends or distributions to purchase Real Property Assets, provided that (i) the Borrower identifies such Real Property Assets to the Administrative Agent within forty-five (45) days after the date of the receipt of such proceeds, dividends or distributions and (ii) the purchase and sale of one or more of such Real Property Assets closes within 180 days after the date of the receipt of such proceeds, dividends or distributions.
(iie) Each Except as provided in Section 2.11(b) to the contrary, each prepayment of Loans pursuant to this subsection 3.1(c) Section 2.11 shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding applied to prepay ratably the foregoing, mandatory prepayments Loans of Revolving Credit Loans or Multicurrency Loans that would otherwise be required the Lenders. Amounts prepaid pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only Section 2.11 may not be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Dayreborrowed.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, Term Loans made to it in whole or in part, subject to subsection 3.12, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative AgentAgent (in the case of Eurocurrency Loans), specifying and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Eurocurrency Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
, together with (b) The Borrower may at any time and from time to time prepay, without premium or penalty (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.11 if 3.12 and accrued interest to such prepayment is date on the amount prepaid. Partial prepayments of Multicurrency Term Loans and is made pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety.
(b) If on a day or after the Closing Date the Borrower or any Restricted Subsidiary shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 7.1), then, in each case, the last day of the Interest Period Borrower shall prepay, in accordance with respect theretosubsections 3.4(e) and (f), the Multicurrency Term Loans in an amount equal to (i) 100% of the Net Cash Proceeds thereof minus (ii) the portion of such Net Cash Proceeds applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Additional Indebtedness on a pro rata basis with the Term Loans, in whole each case with such prepayment to be made on or in part, upon at least three before the Business Days’ irrevocable notice to the Administrative Agent specifying Day following the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such noticeNet Cash Proceeds. Nothing in this subsection 3.4(b) shall limit the rights of the Administrative Agent and the Lenders set forth in Section 8, except that in the case of a transaction resulting in a prepayment pursuant to this subsection 3.4(b) of all of the Term Loans, termination of all Commitments hereunder and termination of the LC Facility, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any and the Lenders agree that the incurrence of such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments Indebtedness will not constitute a Default or Event of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofDefault.
(c) If at any time during On or before the Commitment Perioddate that is fifteen Business Days following the 90th day after the end of each fiscal year of the Borrower ending on or after December 31, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect2008 (each, an “ECF Payment Date”), the Borrower shall, without notice or demandin accordance with subsections 3.4(e) and (f), immediately prepay the Revolving Credit Loans and/or the Multicurrency Term Loans in amounts such that an amount equal to (A) (x) the sum ECF Percentage of (Ai) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any Revolving Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Revolving Credit Loans so prepaid and Facility, in each case during such fiscal year excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness, minus (By) the Dollar Equivalent of the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and any Revolving Loans prepaid to the Multicurrency Loans so prepaidextent accompanied by a corresponding permanent commitment reduction under the Revolving Facility, equals or exceeds in each case since the amount end of such excess.
fiscal year and on or prior to such ECF Payment Date, excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness (i) If, at any time during in the Commitment Period, for any reason either (1) the Aggregate Total Outstandings case of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and this clause (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall), without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations duplication of any amount thereof previously deducted in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans calculation pursuant to this subsection 3.1(c3.4(c) for any prior ECF Payment Date) (the amount described in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(c), proceeds from the Incurrence of long-term Indebtedness shall not be accompanied by deemed to include proceeds from the Incurrence of Indebtedness under the Revolving Facility, any amounts payable under subsection 3.11 in connection with such prepaymentSpecial Purpose Financing or any other revolving credit or working capital financing.
(iiid) Notwithstanding The Borrower shall, in accordance with subsections 3.4(e) and 3.4(f), prepay the foregoing, mandatory prepayments of Revolving Credit Term Loans or Multicurrency Loans that would otherwise be to the extent required pursuant by subsection 7.4(b)(ii) (subject to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day7.4(c)).
Appears in 1 contract
Samples: Credit Agreement (Servicemaster Co)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect theretopenalty, except as set forth in Section 2.6(c), upon at least three two Business Days’ irrevocable notice (in the case of Term SOFR Loans) and one Business Day’s irrevocable notice (in the case of Base Rate Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Term SOFR Loans, ABR Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that each and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedLoans. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereofthereof and may only be made, if after giving effect thereto, Section 2.9 shall not have been contravened.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Periodtime, for any reason either (1A) the Aggregate Total Outstandings Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Indebtedness of the Multicurrency Lenders by 5% or moreBorrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (235) calendar days thereafter, the Aggregate Multicurrency Outstandings exceed Borrower shall repay Loans to the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of extent necessary to ensure that (x) the aggregate outstanding principal amount of Local Currency Loans and Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning the minimum Asset Coverage Ratio set forth in this Agreement or (y) the aggregate outstanding amount of L/C Obligations attributable to Letters all Indebtedness of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, Borrower then outstanding does not after such payments exceed such limits provided in the aggregateBorrower’s Prospectus, as the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminatedcase may be.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement
Optional and Mandatory Prepayments. (a) The Borrower may at any time and Subject to Section 3.09 hereof, the Company shall have the right to prepay Loans from time to time prepay the Loans, in whole or in parttime, without premium or penalty penalty, subject to receipt by the Lender of written notice from the Company not later than 10 a.m. New York time at least three (other than any amounts payable pursuant 3) Business Days prior to subsection 3.11 if the date of such prepayment, which notice shall be irrevocable and shall specify (i) the amount, Class and Type of each Loan to be prepaid, and (ii) the date of such prepayment is of which shall be a Business Day (and the amount so specified shall then become due and payable hereunder on such date, together with all interest accrued thereon to, but excluding, such date). Notwithstanding the foregoing to the contrary, (A) a Eurodollar Loans and is made Loan may be prepaid only on a day other than the last day of the then applicable Interest Period with respect thereto)for such Eurodollar Loan, upon at least three Business Days’ irrevocable notice to (B) each partial prepayment of the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least equal to $1,000,000 100,000 or an integral multiple in multiples of $100,000 in excess thereofthereof (prepayments of Loans of different Classes or Types or, in the case of Eurodollar Loans, having different Interest Periods at the same time hereunder shall be deemed separate prepayments for purposes of the foregoing, one for each Class, Type or Interest Period), and (C) each prepayment shall be applied against the Loans as provided in Section 3.04(e) hereof.
(b) The Borrower may at If any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day Capital Stock of the Interest Period Company is sold by the Company in a Public Offering, then concurrently with respect thereto)the receipt by the Company of Net Proceeds from such Public Offering, the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice Company shall be due and payable on required to prepay the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereoffull.
(c) If at Concurrently with the receipt by the Company or any time during Subsidiary of Net Proceeds from any of the Commitment Period, for any reason transactions described below (to the Aggregate Total Outstandings of all Lenders exceed extent permitted by the Aggregate Revolving Credit Commitments then in effectLender), the Borrower shallCompany shall make a prepayment of the Loans as follows (in each case, to be applied against the Loans as provided in Section 3.04(e) hereof):
28 34 (i) If such Net Proceeds arise from the sale, lease, assignment, exchange or other disposition of any assets of the Company or any Subsidiary (including, without notice limitation, as a result of any casualty or demandcondemnation but not including sales or dispositions of assets permitted pursuant to Section 7.03(ii) hereof), immediately prepay the Revolving Credit Loans and/or Company shall make a prepayment of the Multicurrency Loans in amounts such that the sum an amount equal to 50% of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excessNet Proceeds.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Caminus Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant subject to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto2.17), upon at least three four Business Days’ ' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each 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 any amounts payable pursuant to subsection 2.17. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than In the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) event the aggregate unpaid principal amount of the Revolving Credit Loans shall at any time be in excess of the Borrowing Base at such time, the Agent shall so notify the Borrower, and the Borrower shall, within 30 days after such notification, either (i) prepay the principal of the Revolving Credit Loans, in an aggregate amount at least equal to such excess, together with accrued interest on the amount prepaid to the date of such prepayment or (ii) take such actions as may be approved by the Agent and the Co-Agent in their sole discretion to increase the Borrowing Base by the amount of such excess in a manner satisfactory to the Agent and the Co-Agent.
(c) In the event the Borrower or any Subsidiary Guarantor determines to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6 (a), (b), (c), (d) and (Be)), the Borrower shall immediately notify the Agent and the Co-Agent (but in no event later than five Business Days prior to the date of such sale or disposition) and, no later than three Business Days following the Dollar Equivalent consummation of such sale or disposition, the Borrower shall prepay the Revolving Credit Loans in an aggregate amount equal to the net proceeds of such sale or disposition; provided that no later than three Business Days following the redetermination of the Borrowing Base by the Agent and the Co-Agent to reflect such sale or disposition to the extent required by subsection 2.6(b)(v), the Borrower shall additionally prepay the Revolving Credit Loans in an aggregate amount equal to the excess, if any, of (i) the aggregate principal amount of outstanding Revolving Credit Loans after reflecting payment of the Multicurrency Loans so prepaid, equals or exceeds the amount net proceeds of such excessasset sale or disposition over (ii) the Borrowing Base as 21 16 redetermined by the Agent and the Co-Agent to reflect such sale or disposition.
(id) If, at any time during In the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency event that both ABR Loans and Eurodollar Loans are outstanding on the date of any such mandatory prepayment made in accordance with the terms of paragraph (yb) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4c) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or morethis Section 2.7, the Borrower shallshall apply such mandatory prepayment first to prepay any or all of such outstanding ABR Loans and next to prepay any or all of such outstanding Eurodollar Loans; provided that in the event the Borrower shall apply such mandatory prepayment to prepay a Eurodollar Loan on a date other than the last day of an Interest Period with respect thereto, without notice any losses or demand, immediately prepay costs incurred by the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) Lenders shall be accompanied indemnified by any amounts payable under subsection 3.11 the Borrower in connection accordance with such prepaymentthe provisions of Section 2.17.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Brown Tom Inc /De)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, Loans in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection except as set forth in subsections 3.4(g) and 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect theretobelow), upon at least three Business Days’ irrevocable (except as otherwise provided below) notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time) by the Borrower to the Administrative AgentAgent (in the case of Eurodollar Loans) or at least one Business Day’s irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, specifying New York City time) by the Borrower to the Administrative Agent (in the case of ABR Loans), specifying, in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if of a combination thereof, the principal amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 any amounts payable pursuant to subsections 3.4(g) and (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) 3.11 and accrued interest to such date on the amount prepaid. Partial prepayments of the Loans shall be applied to the remaining installments of principal thereof as directed by the Borrower. Partial prepayments pursuant to this subsection 3.4(a) shall be in an aggregate principal amount of at least $1,000,000 5,000,000 or an integral a whole multiple of $100,000 1,000,000 in excess thereof; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this subsection 3.4
(a) if such prepayment would have resulted from a refinancing (and payment in full) of the Loans, which refinancing shall not be consummated or otherwise shall be delayed.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent If on or prior to after the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.Closing Date:
(i) If, at the Borrower or any time during the Commitment Period, of its Subsidiaries shall incur Indebtedness for any reason either borrowed money (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% Indebtedness permitted pursuant to subsection 7.2) pursuant to a public offering or more private placement or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.otherwise,
(ii) Each prepayment the Borrower or any of Loans its Subsidiaries shall make an Asset Sale (other than pursuant to this clauses (i), (ii), (iii), (iv), (vi), (ix), (x), (xi) and (xii) of subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.7.6(a)),
(iii) Notwithstanding a Recovery Event occurs, or
(iv) a Public Equity Issuance occurs, then, in each case, the foregoingBorrower shall prepay, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to in accordance with this subsection 3.1(c) solely as a result of fluctuations 3.4(b), the Loans in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.an amount equal to:
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay the Loans, in whole or in part, without premium or penalty (other than subject to the requirements of this Section and payment of any amounts payable pursuant to subsection 3.11 if required under Section 2.10; provided, that each such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans partial repayment shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof1,000,000 and not less than $5,000,000; provided, further, that on or after the Initial Maturity Date, any optional prepayment pursuant to this clause (a) shall be applied pro rata among the Loans and any Exchange Notes that are then callable.
(b) The In the event and on each occasion that any Net Proceeds are received or held by or on behalf of the Borrower may at or any time and from time Subsidiary prior to time prepaythe Initial Maturity Date in respect of any Prepayment Event, without premium the Borrower shall, within three Business Days after such Net Proceeds are received (or penalty (other than any amounts payable pursuant theretofore received become Net Proceeds), prepay Loans in accordance with paragraph (e) below in an aggregate amount equal to subsection 3.11 if 100% of such Net Proceeds. Notwithstanding the foregoing:
(i) in the case of any event described in clause (a) of the definition of the term Prepayment Event, such Net Proceeds need not be applied toward the prepayment is of Multicurrency Loans and is made on a day other than Exchange Notes to the last day extent that such Net Proceeds are required to be applied to repay Indebtedness under the Credit Agreement and are so applied;
(ii) in the case of any event described in clause (a) of the Interest Period with respect thereto)definition of the term Prepayment Event, if the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice Borrower shall deliver to the Administrative Agent specifying within five Business Days of such event a certificate of a Financial Officer to the date effect that the Borrower and the Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 270 days after receipt of such Net Proceeds, to acquire Syndicated Interests or real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries and, in each case, certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of the applicable time period (or committed to be applied by the end of the applicable time period and applied within 90 days after the end of the applicable time period), at which applicable time, a prepayment shall be required (to the extent not already made, and subject to clause (i) above) in an amount equal to the amount of prepaymentsuch Net Proceeds that have not been so applied; provided further that the Borrower shall not be permitted to make such notice delivered elections with respect to Net Proceeds in any Fiscal Year aggregating in excess of $100,000,000; and
(iii) to the extent that the gross proceeds of the Convertible Preferred Stock issued in the Preferred Stock Offering are in excess of $300,000,000, the Net Proceeds in respect of such excess gross proceeds need not be applied toward the prepayment of Loans and Exchange Notes.
(c) If, following the Initial Maturity Date, the Borrower is required pursuant to the Exchange Note Indenture to redeem Increasing Rate Notes and/or offer to purchase Fixed Rate Notes from the Net Proceeds (such term, as used in this Section 2.06(c), as defined in the Exchange Note Indenture) from any Asset Sale (as defined in the Exchange Note Indenture) by the Borrower may state or any Subsidiary, the Borrower shall apply a portion of such Net Proceeds toward the prepayment of Loans such that the Loans are prepaid on a pro rata basis with (a) the Increasing Rate Notes so redeemed and (b) the amount of such offer to purchase (it being acknowledged that such notice is conditioned upon the effectiveness offer to purchase may be made ratably to holders of Fixed Rate Notes and holders of other credit facilitiesSenior Indebtedness, pursuant to Section 4.06 of the Exchange Note Indenture). Amounts of Net Proceeds offered to and rejected by any holder of a Fixed Rate Note (or other Senior Indebtedness to which such offer is made in accordance with the Exchange Note Indenture) shall be ratably applied to (1) prepay the Loans, (2) redeem any Increasing Rate Notes and (3) purchase any Fixed Rate Notes (and such other Senior Indebtedness) with respect to which case such notice may be revoked the offer to purchase was made and accepted. The distribution of the relevant prepayment amount hereunder to the Lenders by the Borrower (by notice to the Administrative Agent on or prior shall be made promptly (but in no event later than three days) after the expiration of any offer to purchase if Fixed Rate Notes are outstanding. If no such Fixed Rate Notes are outstanding, the distribution of the relevant prepayment amount hereunder to the specified effective Lenders by the Administrative Agent shall be made as soon as practicable (but in no event later than five days) after receipt thereof.
(d) If the Borrower shall optionally redeem any Exchange Notes pursuant to the terms of the Exchange Note Indenture, then the Borrower shall prepay Loans on a pro rata basis with the Exchange Notes so redeemed.
(e) The Borrower shall, to the extent practicable, notify the Administrative Agent by telephone (confirmed by hand delivery or telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, three Business Days before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date) if , the principal amount of the Loans or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such condition is not satisfiedprepayment. Upon the Promptly following receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender advise the Lenders of the contents thereof. If Notwithstanding any such notice other provision of this Agreement, any mandatory prepayment that is given, made with the amount specified Net Proceeds of the Convertible Preferred Stock issued in such notice the Preferred Stock Offering shall be due and payable on applied solely to prepay Initial Loans held by the date specified therein. Partial prepayments of Multicurrency Loans shall be Initial Lenders, ratably among the Initial Lenders in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) accordance with the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of owed to each such excessInitial Lender.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three one Domestic Business Days’ irrevocable Day's notice to the Administrative Agent, specifying prepay the date and amount Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate by reason of prepayment and whether the prepayment is clause (a) of Eurodollar LoansSection 8.01) in whole at any time, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable from time to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, time in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on part in amounts aggregating $10,000,000 or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral larger multiple of $100,000 1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks (or the Money Market Loans included in excess thereofsuch Money Market Borrowing).
(b) The Subject to Section 2.15, the Borrower may may, upon at least two Domestic Business Days' notice to the Administrative Agent, in the case of a Group of CD Loans or upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, in the case of a Group of Euro-Dollar Loans, prepay the Loans comprising such a Group, in whole at any time and time, or from time to time prepayin part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, without premium or penalty by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group.
(other than c) In connection with any amounts payable substitution of Banks pursuant to subsection 3.11 if such prepayment is of Multicurrency Section 8.06, the Borrower may prepay the Loans and is made on a day other than the last day of the Interest Period with respect theretoBank being replaced, as provided in clause (ii) of Section 8.06.
(d) Except as provided in Sections 2.06 and 2.13(a), the Multicurrency Loans, in whole Borrower may not prepay all or in part, upon at least three Business Days’ irrevocable notice to any portion of the Administrative Agent specifying the date and principal amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or any Money Market Loan prior to the specified effective datematurity thereof.
(e) if such condition is not satisfied. Upon the receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any Bank of the contents thereof and of such notice is given, the amount specified in Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofBorrower.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Venator Group Inc)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect theretopenalty, except as set forth in Section 2.6(c), upon at least three Business Working Days’ irrevocable notice (in the case of Eurodollar Loans) and one Business Day’s irrevocable notice (in the case of ABR Loans), in each case to the Administrative Agent, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the The Administrative Agent shall promptly notify each Lender thereofof such prepayment and such Lender’s ratable share thereof (based on its Commitment Percentage). If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral a whole multiple of $100,000 500,000 in excess thereofthereof and may only be made, if after giving effect thereto, Section 2.8 shall not have been contravened.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Periodtime, for any reason either (1A) the Aggregate Total Outstandings Asset Coverage Ratio of the Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments Indebtedness of the Multicurrency Lenders by 5% or moreBorrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (235) calendar days thereafter, the Aggregate Multicurrency Outstandings exceed Borrower shall repay Loans to the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of extent necessary to ensure that (x) the aggregate outstanding principal amount of Local Currency Loans and Borrower’s Asset Coverage Ratio after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratio set forth in this Agreement or (y) the aggregate outstanding amount of L/C Obligations attributable to Letters all Indebtedness of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, Borrower then outstanding does not after such payments exceed such limits provided in the aggregateBorrower’s Prospectus, as the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminatedcase may be.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three Business Days’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of Prime Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of the Loans shall be in an aggregate principal amount of at least $1,000,000 500,000 or an integral a whole multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time Amounts to time prepay, without premium or penalty (other than any amounts payable be applied in connection with prepayments made pursuant to subsection 3.11 if such this Section shall be applied to the prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period Term Loans in accordance with respect theretosubsection 4.8(a)(ii), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Total Outstandings Revolving Credit Outstanding of all the Revolving Lenders exceed exceeds the Aggregate Revolving Credit Commitments then in effect, or the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or and, to the Multicurrency Loans extent required, cash collateralize Letters of Credit, in amounts such that the sum of (A) the each case, in an aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of at least sufficient to eliminate any such excess.
(id) IfIf any Loan Party receives any Extraordinary Receipts consisting of property or casualty insurance proceeds, at any time during Borrower shall repay the Commitment PeriodLoans in an amount equal to the amount of such Extraordinary Receipts received, for any reason either such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such Extraordinary Receipts, and until the Aggregate Total Outstandings date of all Multicurrency Lenders exceed payment, such proceeds shall be held in trust for the Aggregate Revolving Credit Commitments benefit of the Multicurrency Lenders by 5% Administrative Agent and the Lenders; provided that, if the Borrower reasonably expects any Extraordinary Receipts consisting of property or more, casualty insurance proceeds received as a result of a loss or casualty to a capital asset to be reinvested within one hundred eighty (2180) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% days to repair or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or morereplace such assets with like assets, the Borrower shall, without notice or demand, immediately prepay shall deliver the insurance proceeds to the Administrative Agent to be applied to the Revolving Credit Loans and/or and the Multicurrency Administrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Credit Loans and/or Local Currency for such amount, until such time as such insurance proceeds have been re-borrowed or applied to other Obligations as set forth herein. If the Borrower so elects to deliver such insurance proceeds to the Administrative Agent, the Borrower may, so long as no Event of Default shall have occurred and be continuing, reborrow such insurance proceeds only for such repair or replacement described in the immediately preceding sentence. If the Borrower fails to reinvest such insurance proceeds within one hundred eighty (180) days, the Borrower hereby authorizes the Administrative Agent and Lenders to make an advance of Revolving Credit Loans and/or cash collateralize in the L/C amount of the remaining reserve to repay the Obligations in amounts such that any such excess is eliminatedthe manner set forth in the second sentence of this Section 4.4(e).
(iie) Each prepayment of Loans pursuant to this subsection 3.1(c) 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 3.11 4.11 or 4.15 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Napco Security Technologies, Inc)
Optional and Mandatory Prepayments. (a) The Subject to Section ---------------------------------- ------- 2.19, the Borrower may may, at any time and from time to time prepay the Loans, in ---- whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, upon at least three Business Days’ ' (in the case of Eurodollar Loans) irrevocable written notice or upon irrevocable written notice on the Business Day of such prepayment (otherwise) to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each 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 amounts, if any, payable pursuant to Section 2.19, (except in the case of Revolving Credit Loans which are Alternate ------------ Base Rate Loans) accrued interest to such date on the amount prepaid and any outstanding fees and expenses, if any, then due and owing. Partial prepayments of the Revolving Credit Loans shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Agent. Partial prepayments of the Term Loans shall be applied first, pro rata, to all scheduled installments of ----- principal of the Term Loans and second, if the Term Loans have been repaid in ------ full, to the Revolving Credit Loans (with a concomitant reduction in the Revolving Credit Commitments); provided that any optional prepayment of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in a written notice to the Agent. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments shall be in an aggregate principal amount of at least $1,000,000 500,000 or an integral a whole multiple of $100,000 in excess thereof.
(b) The With respect to any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2000, not later than 90 days after the end of each fiscal year, the Borrower may at any time and from time shall prepay an amount equal to time prepay50% of the Excess Cash Flow for such fiscal year, without premium or penalty (other than any amounts payable pursuant which prepayment shall be applied first, ----- pro rata, to subsection 3.11 if such prepayment is all scheduled installments of Multicurrency principal of the Term Loans and is made on a day other than second, if the last day of the Interest Period with respect thereto)Term Loans have been repaid in full, the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying Revolving Credit ------ Loans (with a concomitant reduction in the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofRevolving Credit Commitments).
(c) If at The Borrower shall deliver to the Agent a certificate setting forth in reasonable detail the calculation of any time during Net Disposition Proceeds, together with such Net Disposition Proceeds, within two Business Days of receipt thereof. Any Net Disposition Proceeds shall be applied first, pro rata to all ----- --- ---- scheduled installments of principal of the Commitment PeriodTerm Loans, for any reason and second, if the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then Term ------ Loans have been repaid in effectfull, the Borrower shall, without notice or demand, immediately prepay to the Revolving Credit Loans and/or (with a concomitant reduction in the Multicurrency Revolving Credit Commitments).
(d) The Borrower shall deliver to the Agent any Net Insurance Proceeds within three Business Days of the receipt thereof for application in the manner set forth in the next sentence; provided that, the Borrower, by -------- written notice to the Agent delivered within such three Business Day period (together with a certificate in reasonable detail setting forth the calculation of such Net Insurance Proceeds), may elect to defer applying such Proceeds in such manner if and only if (i) concurrent with such notice, such deferred proceeds are applied to repay the Revolving Credit Loans (with a concomitant temporary reduction in amounts the Revolving Credit Commitments) and to the extent such Net Insurance Proceeds exceed $500,000 and the Revolving Credit Commitment has been temporarily reduced by $500,000, to provide cash collateral under arrangements acceptable to the Agent, and (ii) within 180 days after receipt by the Agent of such deferred proceeds (or such cash collateral), the Borrower, subject to Section 2.5 and Section 2.9 (a), (b), (c), and (e), shall obtain ----------- --------------- --- --- --- Revolving Credit Loans (or such cash collateral) for purposes of acquiring Permitted Assets, (it being understood that the sum of (A) the aggregate principal amount Borrower shall first draw any cash collateral held by the Agent in respect of such Net Insurance Proceeds, (B) upon expiration of such 180 day period, any portion of such deferred proceeds (or such cash collateral) that has not been utilized by the Borrower as a Revolving Credit Loan to acquire replacement assets shall be applied in accordance with the next succeeding sentence, (C) subject to Section 2.5 and ----------- Section 2.9 (a), (b), (c), and (e), (1) the Revolving Credit Loans so prepaid and Commitments, upon --------------- --- --- --- each disbursement of such deferred proceeds (Bor such cash collateral) the Dollar Equivalent as a Revolving Credit Loan for purposes of the aggregate principal amount of the Multicurrency Loans so prepaidacquiring replacement assets, equals or exceeds shall be restored by the amount of such excess.
disbursement and (i2) Ifupon application of such proceeds (or cash collateral) in accordance with the next succeeding sentence and subject to the limitations set forth therein, at any time during to the Commitment Periodextent not previously done, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of shall be restored and (D) if any Default shall occur during such 180 day period, the Multicurrency Lenders Agent may, in its discretion, and shall, if directed by 5% the Required Lenders, apply such deferred proceeds (or more, such cash collateral) as a mandatory prepayment in accordance with the next sentence and (2E) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% Borrower shall be deemed to have requested Revolving Credit Loans in an amount equal to such deferred proceeds (or more, such cash collateral) (3as such amount may have been reduced hereunder) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceedsand, in the aggregatecase of any mandatory prepayment, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the such Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis regardless of the Exchange Rate failure of the Borrower to satisfy the conditions set forth in effect on such Business Day.Section 4.2
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than penalty; provided that if a Eurocurrency Loan is prepaid on any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.10; provided, further, that on or after the Initial Maturity Date, any optional prepayment pursuant to this clause (a) may be applied pro rata among the Loans and any Exchange Notes that are then callable.
(b) If (i) the Borrower or any of its Subsidiaries shall Incur any Indebtedness (other than Indebtedness Incurred under Section 6.01(b)(1), upon at least three (2), (3), (4), (5), (7), (8), (9), (10), (11), (12) or (13), but including any debt Securities issued pursuant to a Securities Demand) or (ii) the Borrower or any of its Subsidiaries shall issue any Capital Stock (other than (A) to the Borrower or a Restricted Subsidiary, (B) any issuance of Capital Stock in settlement of outstanding litigation and (C) to employees pursuant to a compensation plan in effect on the Closing Date), then an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly (but in no event later than five Business Days’ irrevocable notice ) after the receipt thereof toward the prepayment of the Loans; provided, however, that, after the Initial Maturity Date, in the event that any callable Exchange Notes are then outstanding, such amount may be applied pro rata to the Administrative Agentredemption of such Exchange Notes in accordance with the terms of the Exchange Note Indenture.
(i) If, specifying prior to the date and Initial Maturity Date, the Borrower or any of its Restricted Subsidiaries shall consummate any Asset Disposition, then an amount equal to 100% of prepayment and whether the Net Available Cash therefrom shall be applied promptly (but in no event later than five Business Days) after the receipt thereof toward the prepayment is of Eurodollar the Loans; provided, ABR Loans or however, that a combination thereofpro rata portion of such Net Available Cash may be applied toward the repayment of amounts outstanding under the Credit Agreement to the extent required by the terms thereof as they existed as of the Closing Date.
(ii) If, and, if of a combination thereoffollowing the Initial Maturity Date, the amount allocable Borrower is required pursuant to each; provided further that such notice delivered the Exchange Note Indenture to redeem Increasing Rate Notes and/or offer to purchase Fixed Rate Notes from the Net Available Cash from any Asset Disposition by the Borrower may state or any Restricted Subsidiary, the Borrower shall apply a portion of such Net Available Cash toward the prepayment of Loans such that the Loans are prepaid on a pro rata basis with (a) the Increasing Rate Notes so redeemed, (b) the amount of such offer to purchase (it being acknowledged that such notice is conditioned upon the effectiveness offer to purchase may be made ratably to holders of Fixed Rate Notes and holders of other credit facilitiesSenior Indebtedness, in which case such notice may be revoked pursuant to Section 4.06 of the Exchange Note Indenture) and (c) the repayment of amounts outstanding under the Credit Agreement to the extent required by the Borrower terms thereof as they existed on the Closing Date. Amounts of Net Available Cash offered to and rejected by any holder of a Fixed Rate Note (by notice or other Senior Indebtedness to which such offer is made in accordance with the Exchange Note Indenture) shall be ratably applied to (1) prepay the Loans, (2) redeem any Increasing Rate Notes, (3) purchase any Fixed Rate Notes (and such other Senior Indebtedness) with respect to which the offer to purchase was made and accepted and (4) to the Administrative Agent extent required by the terms thereof as they existed as on or prior the Closing Date, repay amounts outstanding under the Credit Agreement. The distribution of the relevant prepayment amount hereunder to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice Lenders by the Administrative Agent shall be made promptly notify each Lender thereof(but in no event later than five days) after the expiration of any offer to purchase if Fixed Rate Notes are outstanding. If no such Fixed Rate Notes are outstanding, the distribution of the relevant prepayment amount hereunder to the Lenders by the Administrative Agent shall be made as soon as practicable (but in no event later than five days) after receipt thereof.
(d) If the Borrower shall optionally redeem any Exchange Notes pursuant to the terms of the Exchange Note Indenture, then the Borrower shall prepay Loans on a pro rata basis with the Exchange Notes so redeemed.
(e) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of the Loans or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. If such notice is given, the Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the Promptly following receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, advise the amount specified in such notice shall be due and payable on Lenders of the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess contents thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
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Optional and Mandatory Prepayments. (a) The Subject to SECTION 2.19, the Borrower may may, at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto)penalty, upon at least three Business Days’ ' irrevocable written notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each 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 any amounts payable pursuant to SECTION 2.19, accrued interest to such date on the amount prepaid that constitutes Eurodollar Loans and any outstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans under this SECTION 2.9
(a) shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Administrative Agent in which case the Revolving Credit Commitments shall be reduced in the manner set forth in SECTION 2.5. Partial prepayments of the Term Loans under this SECTION 2.9(a) shall be applied FIRST, to the scheduled installments of principal of the Term Loans in inverse order of maturity and SECOND, if the Term Loans have been repaid in full, to the Revolving Credit Loans. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments shall be in an aggregate principal amount of at least $1,000,000 250,000 or an integral a whole multiple of $100,000 in excess thereof.
(b) The Borrower may at With respect to any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day fiscal year of the Interest Period Borrower, commencing with respect thereto)the fiscal year ending December 31, the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect2001, the Borrower shall, without notice or demandwithin ninety days after the end of such fiscal year, immediately prepay an amount equal to 50% of the Revolving Credit Loans and/or Excess Cash Flow for such fiscal year, which prepayment shall be applied FIRST, to the Multicurrency scheduled installments of principal of the Term Loans in amounts such that inverse order of maturity and SECOND, if the sum of (A) Term Loans have been repaid in full, to the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.Revolving
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Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than penalty, upon irrevocable notice delivered to the Administrative Agent at least ten Business Days prior thereto, which notice shall specify the date and amount of prepayment; provided, that if a Loan is prepaid on any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other earlier than the last day of the Interest Period with respect applicable thereto), upon at least three Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable Borrower shall also pay any amounts owing pursuant to each; provided further Section 2.11, and provided, further, that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to after the specified effective dateInitial Maturity Date, any prepayment shall be applied pro rata among the Loans and Exchange Notes as provided in Section 2.5(d) if such condition is not satisfiedbelow. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant 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 accrued interest to such date on the amount prepaid. Partial prepayments of the Loans and the Exchange Notes shall be in an aggregate principal amount equal to the lesser of at least (A) $1,000,000 1,000,000, or a whole multiple thereof, and (B) the aggregate unpaid principal amount of the Loans and Exchange Notes, as the case may be. Prepayments of the Loans and Exchange Notes pursuant to this Section 2.5(a) shall be applied to the outstanding principal amounts of the Loans and Exchange Notes ratably according to the outstanding principal amounts of such Loans and Exchange Notes as provided in Section 2.5(d) below. 35 30
(i) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall issue any Indebtedness (other than, subject to Section 5.11, the Take-Out Debt) or Capital Stock, an integral multiple amount equal to 100% of $100,000 the Net Cash Proceeds thereof shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in excess thereofSection 2.5(d) below; provided, however, that such Net Cash Proceeds need not be applied to the prepayment of the Loans and the Exchange Notes to the extent that such Net Cash Proceeds are applied pursuant to the Senior Credit Agreement.
(bii) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall be required to apply any Net Available Cash pursuant to Section 6.4(a)(iii)(B), an amount equal to the Net Available Cash to be applied pursuant thereto shall be promptly applied toward the prepayment of the Loans and the Exchange Notes as provided in Section 2.5(d) below.
(iii) The Borrower may at any time and from time to time prepay, without premium or penalty shall give the Administrative Agent (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon which shall promptly notify each Lender) at least three Business Days’ irrevocable ' prior written notice of each prepayment in whole or in part pursuant to the Administrative Agent specifying this Agreement setting forth the date and amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid Accrued and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds unpaid interest on the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments principal of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to prepaid under this subsection 3.1(c) Section 2.5 shall be accompanied by any amounts payable under subsection 3.11 in connection with paid to and on the date of such prepayment.
(iiid) Notwithstanding As promptly as practicable after the foregoingAdministrative Agent receives notice of a prepayment pursuant to Section 2.5(b)(iii), mandatory prepayments the Administrative Agent, in cooperation with any trustee under the Indenture (the "Trustee"), shall give notice to each holder of Revolving Credit Loans or Multicurrency Loans an Exchange Note of the pro rata amount that would otherwise be required pursuant payable to this subsection 3.1(csuch holder in respect of such holder's Exchange Note and the expected date of such prepayment. Any holder of noncallable Exchange Notes that wishes to accept such prepayment (each, an "Accepting Holder") solely as a result of fluctuations shall promptly notify the Trustee and the Administrative Agent in writing. Payments and offers to prepay the Loans and Exchange Rates from time to time Notes shall only be required to be made pursuant ratably among the Loans and Exchange Notes. After the Administrative Agent receives the prepayment amount, such prepayment amount shall be distributed by the Administrative Agent, in cooperation with the Trustee, subject to this subsection 3.1(c) on Section 2.8(b), in the last Business Day following order, with appropriate adjustments being made to account for the receipt by the Trustee of each month on the basis any prepayment in respect of the Exchange Rate Notes: First, to the payment of all amounts described in effect clauses "First" and "Second" of Section 2.8(b)(i); Second, to the payment of interest then due and payable on the Loans, Exchange Notes of Accepting Holders and callable Exchange Notes, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in accordance with the aggregate amount of interest owed to each such Business DayLender, Accepting Holder and Holder; and Third, to the payment of the principal amount of the Loans, the Exchange Notes of Accepting Holders and the callable Exchange Notes that is then due and payable, ratably among the Lenders, the Accepting Holders and Holders of callable Exchange Notes in accordance with the aggregate principal amount owed to each such Lender, Accepting Holder and Holder. Amounts offered to and rejected by any Exchange Note holder shall be ratably applied to prepay the Loans, the Exchange Notes held by Accepting Holders and callable Exchange Notes. Any offers to prepay non-callable Exchange Notes shall be made in accordance with the provisions relating thereto in the Indenture, and with applicable law, and the distribution of the relevant prepayment amount hereunder shall be made promptly after the expiration of such offer.
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Samples: Senior Subordinated Credit Agreement (Renters Choice Inc)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three one Domestic Business Days’ irrevocable Day's notice to the Administrative Agent, specifying prepay the date and amount Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate by reason of prepayment and whether the prepayment is clause (a) of Eurodollar LoansSection 8.01) in whole at any time, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable from time to each; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, time in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on part in amounts aggregating $10,000,000 or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral larger multiple of $100,000 1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks (or the Money Market Loans included in excess thereofsuch Money Market Borrowing).
(b) The Subject to Section 2.14, the Borrower may may, upon at least two Domestic Business Days' notice to the Administrative Agent, in the case of a Group of CD Loans or upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, in the case of a Group of Euro-Dollar Loans, prepay the Loans comprising such a Group, in whole at any time and time, or from time to time prepayin part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, without premium or penalty by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group.
(other than c) In connection with any amounts payable substitution of Banks pursuant to subsection 3.11 if such prepayment is of Multicurrency Section 8.06, the Borrower may prepay the Loans and is made on a day other than the last day of the Interest Period with respect theretoBank being replaced, as provided in clause (ii) of Section 8.06.
(d) Except as provided in Section 2.12(a), the Multicurrency Loans, in whole Borrower may not prepay all or in part, upon at least three Business Days’ irrevocable notice to any portion of the Administrative Agent specifying the date and principal amount of prepayment; provided further that such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or any Money Market Loan prior to the specified effective datematurity thereof.
(e) if such condition is not satisfied. Upon the receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any Bank of the contents thereof and of such notice is given, the amount specified in Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereofBorrower.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders by 5% or more, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments by 5% or more, (3) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments by 5% or more or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, the Multicurrency Sublimit by 5% or more, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in amounts such that any such excess is eliminated.
(ii) Each prepayment of Loans pursuant to this subsection 3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
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