Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).
Repayment of Loans The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.
Procedure for Borrowing Revolving Loans Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than 10:00 a.m.
(i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, and (ii) on the Business Day that is 1 Business Day prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 10:00 a.m. on the applicable Business Day. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.
Mandatory Prepayment of Loans (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4.
(b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any.
(c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.
Disbursement of Loans Not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing, subject to Section 7 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in Chicago, Illinois (or at such other location as the Administrative Agent shall designate). The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower on the date of such Borrowing as instructed by the Borrower.
Prepayment of Loans (a) The Borrower shall have the right at any time and from time to time up to 3:00 p.m., New York City time on any Business Day to prepay any Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that interest will accrue on such amount being prepaid until the next business day if such payment is received after 3:00 p.m., New York City time.
(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan or an Uncommitted Swingline Loan, the Swingline Lenders or the applicable Uncommitted Swingline Lenders, as the case may be) by telephone (confirmed by electronic communication or facsimile) of any prepayment hereunder not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Notification of Advances, Interest Rates, Prepayments and Commitment Reductions Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.
Application of Mandatory Prepayments by Type of Loans Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.
Mandatory Prepayments of Loans (a) If, at any time, the aggregate Revolving Credit Exposure of all Lenders exceeds the Revolving Credit Commitment Amount then in effect, including after giving effect to any mandatory commitment reductions under Section 2.13(b), then the Borrower shall promptly (i) prepay Loans in an aggregate amount sufficient to eliminate such excess and (ii) if any such excess remains after prepaying all of the Borrowings as a result of any L/C Exposure, pay to the Administrative Agent, on behalf of the Lenders, Cash Collateral, as provided in Section 8.4(b), in respect of L/C Exposure existing at such time in an aggregate amount sufficient to eliminate such remaining excess.
(b) If, as of the last Business Day of any calendar month or the fifth (5th) Business Day after a borrowing, as applicable (each such date, an “Excess Cash Test Date”), (i) Loans or Reimbursement Obligations are outstanding and (ii) Available Cash exceeds $250,000,000, then the Borrower shall notify the Administrative Agent thereof pursuant to Section 6.6(e) and the Borrower shall prepay, or cause to be prepaid, within five (5) Business Days after such Excess Cash Test Date, Loans in an aggregate amount equal to the lesser of (x) the amount sufficient to eliminate such excess Available Cash as of such Excess Cash Test Date and (y) the principal amount of Loans then outstanding.
(c) If, immediately after giving pro forma effect to an Asset Sale of any Rig (other than an Excluded Rig) or an Event of Loss (other than an Event of Loss with respect to an Excluded Rig), (i) the Collateral Coverage Ratio is less than 3.50 to 1.00 or (ii) the Additional Collateral Rig Test is not satisfied (any such Asset Sale, an “Asset Sale Prepayment Trigger Event”), then no later than the date that is ten (10) Business Days after receipt of the Net Cash Proceeds of such Asset Sale or Event of Loss, as applicable, by the Company or any Restricted Subsidiary (the “Reinvestment Notice Deadline”), the Borrower shall prepay, or cause to be prepaid, Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (or, if less, the aggregate amount of outstanding Loans and Reimbursement Obligations), unless on or prior to the applicable Reinvestment Notice Deadline, the Borrower (A) notifies the Administrative Agent in writing of the intent of one or more Credit Parties and Restricted Subsidiaries to reinvest all or a portion of such Net Cash Proceeds (it being understood that such description shall not be binding) (a “Reinvestment Notice”) in (I) one or more Related Business Assets or (II) an Investment constituting a Permitted Acquisition within the relevant Designated Reinvestment Period following receipt of such Net Cash Proceeds; provided that (x) no Event of Default shall have occurred and be continuing at the time of the application of such Net Cash Proceeds for such reinvestment and (y) any such Net Cash Proceeds not actually reinvested within the relevant Designated Reinvestment Period in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans immediately upon the expiration of such Designated Reinvestment Period and/or (B) delivers an Additional Collateral Rig Election; provided, further, that if the Borrower has made an Additional Collateral Rig Election on or prior to the applicable Reinvestment Notice Deadline, but has failed to cause both (I) the Additional Collateral Rig Test to be satisfied and (II) the Collateral Coverage Ratio to be equal to or greater than 3.50 to 1.00 on or prior to the applicable Additional Collateral Rig Deadline, then on the applicable Additional Collateral Rig Deadline, the Borrower shall prepay, or cause to be prepaid, on or prior to such Additional Collateral Rig Deadline, Loans in an aggregate amount equal to the positive difference, if any, between (1) 100% of such Net Cash Proceeds and (2) the portion of such Net Cash Proceeds that are the subject of a Reinvestment Notice with respect to such Asset Sale (if any) and that are not required to be applied to prepay the Loans pursuant to this Section 2.10(c) as a result of such Reinvestment Notice.
(d) If the Administrative Agent shall notify the Borrower that the Administrative Agent has determined that any prepayment is required under Section 2.10(a), the Borrower shall make such prepayment no later than the second (2nd) Business Day following the Borrower’s receipt of such notice from the Administrative Agent. Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.9. Except as set forth in Section 2.13(b), any prepayment or Cash Collateralization pursuant to this Section 2.10 shall be made without a corresponding reduction to the Revolving Credit Commitment Amount. Each such prepayment under this Section 2.10 shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.11.
Procedure for Borrowing Swingline Loans The Borrower shall give the Agent and the Swingline Lender notice pursuant to a Notice of Swingline Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each Notice of Swingline Borrowing shall be delivered to the Swingline Lender no later than 3:00 p.m. on the proposed date of such borrowing. Any such notice given telephonically shall include all information to be specified in a written Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline Lender by telecopy on the same day of the giving of such telephonic notice. On the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Article V. for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Notice of Swingline Borrowing not later than 4:00 p.m. on such date.
