Voluntary prepayment of Loans The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of EUR 20,000,000).
Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.
Voluntary Prepayments The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
Voluntary Prepayments of Loans The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.
Prepayment of Notes (a) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto).
(b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount of such Net Cash Proceeds, at a redemption price equal to 101% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000.
(c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment.
(d) Any prepayment of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment.
(e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all Notes then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Note.
Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d).
Voluntary Prepayments Commitment Reductions (a) Prior to the Stated Maturity Date, the Borrowers may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that:
(i) all such voluntary prepayments shall require notice on or before 11:00 A.M. (New York City time) not less than one nor more than five Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion);
(ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder; and
(iii) all such prepayments shall be made pro rata among Loans having the same Interest Period.
(b) The Borrowers may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Commitment and the Letter of Credit Sublimit; provided, however, that (i) all such reductions shall be made on not less than one nor more than five Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Commitment or Letter of Credit Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to all such Letter of Credit Usage shall have been collateralized in accordance with Section 4.14.
Voluntary Prepayment Subject to the following conditions, the Borrower may prepay the whole or any part of the Loan on the last day of an Interest Period.
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.
Repayment of Loans; Evidence of Debt (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
