Mandatory Prepayment and Cancellation. (a) The Company shall ensure that the Borrowers prepay Loans equal to the Disposal Proceeds unless the Company makes an election under paragraph (c) below, promptly upon receipt of those proceeds. (b) A prepayment made under this Clause 9.3 shall be applied in the following order: (i) first, in prepayment and cancellation pro rata of Loans under Facility A and Facility B, applied against instalments referred to in paragraph (a) of Clause 8.1 (Repayment of the Term Facility Loans) pro rata; (ii) second, in cancellation of pro rata Available Commitments under the Revolving Facilities (and the Available Commitment of the Lenders under each Revolving Facility will be cancelled rateably), provided that prior to the ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date (until such time that the Available Commitments for the Revolving Facilities are cancelled in full) no cancellation shall be permitted under this paragraph (b)(ii) in respect of Facility D if it would cause the Available Commitment for Facility D to be less than €250,000,000 and any cancellation that would otherwise be applied against Facility D pursuant to this paragraph (b)(ii) shall instead be applied pro rata against Facility C and Facility E pursuant to this paragraph (b)(ii) and thereafter in accordance with paragraph (b)(iii) below; (iii) third, in prepayment of Revolving Facility Loans pro rata between the Revolving Facilities; and (iv) then, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments, provided that prior to the ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date any required prepayments by members of the ▇▇▇▇▇▇▇▇▇ Group (A) shall only be required to be applied in prepayment on and from the ▇▇▇▇▇▇▇▇▇ Accession Date; (B) shall only be applied towards prepayment and cancellation of Revolving Facility Loans and Term Loans borrowed by members of the ▇▇▇▇▇▇▇▇▇ Group; and (C) may be applied pro rata between prepayment and cancellation of Revolving Facility Loans and Term Loans borrowed by members of the ▇▇▇▇▇▇▇▇▇ Group and prepayment or purchase and cancellation of ▇▇▇▇▇▇▇▇▇ Notes. (c) Subject to paragraph (d) below the Company may, by giving the Agent not less than three Business Days (or such shorter period as the Agent may agree) prior written notice, elect that any prepayment under this Clause 9.3 be applied in prepayment of one or more Loans on the last day of the Interest Periods relating to the relevant Loans that fall within 30 days of the relevant Disposal (or such later date as the Majority Lenders may agree with the Company). (d) If the Company has made an election under paragraph (c) above but an Event of Default has occurred and is continuing and the Agent (acting on the instructions of the Majority Lenders) so specifies, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable. (e) If the Company makes the election under paragraph (c) above then the relevant specified proportion of the relevant Loans will be due and payable on the last day of the relevant Interest Periods. (f) No amount of any Revolving Facility prepaid under this Clause 9.3 may be reborrowed. (g) Prepayments will not be required under this Clause 9.3 if it is (but only for so long as it remains) illegal for a member of the ▇▇▇▇▇▇▇▇▇ Group who received the proceeds of any such Disposal to make any such prepayment or to distribute, dividend or lend the proceeds to another member of the Group for the purpose of such prepayment. The Company shall procure that members of the ▇▇▇▇▇▇▇▇▇ Group use all reasonable endeavours to avoid any such illegality.
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Sources: Senior Term and Revolving Facilities Agreement (Melrose PLC)
Mandatory Prepayment and Cancellation. (a) The Company Borrower shall ensure that notify the Borrowers prepay Loans equal to the Disposal Proceeds unless the Company makes an election under paragraph (c) below, Lender in writing promptly upon receipt by the Borrower of those proceedsany Equity or Debt Proceeds or any Disposal Proceeds, giving details of the recipient and the amount of the relevant Equity or Debt Proceeds or Disposal Proceeds.
(b) A prepayment made under this Clause 9.3 shall be applied If the Borrower receives any Equity or Debt Proceeds in excess of EUR 10,000,000 in aggregate (the following order:
amount by which such Equity or Debt Proceeds exceeds EUR 10,000,000, the "Relevant Equity or Debt Proceeds") then (i) first, in prepayment on the date on which such Equity or Debt Proceeds are received the Facility shall be reduced and cancellation pro rata of Loans under Facility A cancelled by an amount equal to the Relevant Equity or Debt Proceeds and Facility B, applied against instalments referred to in paragraph (a) of Clause 8.1 (Repayment of the Term Facility Loans) pro rata;
(ii) second, in cancellation of pro rata Available Commitments under the Revolving Facilities (and the Available Commitment of the Lenders under each Revolving Facility will be cancelled rateably), provided that prior subject to the ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date following provisions of this Clause 7.3) within 10 Business Days of receipt the Borrower shall, to the extent necessary, prepay Loans such that (until after such time that prepayment) the Available Commitments for aggregate amount of all outstanding Loans does not exceed the Revolving Facilities are cancelled in full) no cancellation shall be permitted under this paragraph Facility (b)(ii) in respect of Facility D if it would cause the Available Commitment for Facility D to be less than €250,000,000 and any cancellation that would otherwise be applied against Facility D after its reduction pursuant to this paragraph (b)(iii) shall instead be applied pro rata against Facility C and Facility E pursuant to this paragraph (b)(ii) and thereafter in accordance with paragraph (b)(iii) below;
(iii) third, in prepayment of Revolving Facility Loans pro rata between the Revolving Facilities; and
(iv) then, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments, provided that prior to the ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date any required prepayments by members of the ▇▇▇▇▇▇▇▇▇ Group (A) shall only be required to be applied in prepayment on and from the ▇▇▇▇▇▇▇▇▇ Accession Date; (B) shall only be applied towards prepayment and cancellation of Revolving Facility Loans and Term Loans borrowed by members of the ▇▇▇▇▇▇▇▇▇ Group; and (C) may be applied pro rata between prepayment and cancellation of Revolving Facility Loans and Term Loans borrowed by members of the ▇▇▇▇▇▇▇▇▇ Group and prepayment or purchase and cancellation of ▇▇▇▇▇▇▇▇▇ Notesabove).
(c) Subject If the Borrower receives any Disposal Proceeds in respect of any Disposal in excess of EUR 10,000,000 in aggregate (the amount by which such Disposal Proceeds exceed EUR 10,000,000, the "Relevant Disposal Proceeds") then (i) on the date on which such Disposal Proceeds are received the Facility shall be reduced and cancelled by an amount equal to paragraph the Relevant Disposal Proceeds and (ii) (subject to the following provisions of this Clause 7.3) within 10 Business Days of receipt the Borrower shall, to the extent necessary, prepay Loans such that (after such prepayment) the aggregate amount of all outstanding Loans does not exceed the Facility (after its reduction pursuant to (i) above).
(d) below For the Company maypurposes of this Clause 7.3, to the extent that any Equity or Debt Proceeds or Disposal Proceeds are denominated in a currency other than euro such Equity or Debt Proceeds or Disposal Proceeds shall be converted into euro by giving the Agent Borrower on or as soon as practicable after the date on which they were received by the Borrower at prevailing market rates reasonably available to the Borrower and the amount of such Equity or Debt Proceeds or Disposal Proceeds shall be such euro amount net of any reasonable costs and expenses of such conversion.
(e) If a prepayment is to be made under this Clause 7.3, the Borrower may give the Lender notice in writing not less than three 5 Business Days before the date on which, pursuant to paragraphs (b) or such shorter period (c) (as the Agent case may agreebe) prior written notice, elect that any prepayment under of this Clause 9.3 7.3, the prepayment would be applied in required to be made, specifying that prepayment of one or more each of the outstanding Loans will be made on the last day of the then current Interest Periods relating to Period for such Loan. If no such notice is given in accordance with this paragraph (e), prepayment shall be made at the relevant Loans that fall within 30 days time and in the manner set out in the foregoing provisions of the relevant Disposal (or such later date as the Majority Lenders may agree with the Company)this Clause 7.3.
(df) If the Company has made an election under pursuant to paragraph (c) above but an Event e), the Borrower requests that prepayment of Default has occurred and each outstanding Loan is continuing and the Agent (acting to be made on the instructions last day of the Majority Lenders) so specifies, then current Interest Period relating thereto and ensures that election shall no longer apply and a proportion of the Loan in respect of amount required to be prepaid is credited to the Mandatory Prepayment Account on the date on which the election was made equal prepayment would otherwise be required to the amount of be made, the relevant prepayment date in relation to each outstanding Loan shall be immediately due and payabledelayed in accordance with such request until the last day of the then current Interest Period for such Loan.
(eg) If The Borrower irrevocably authorises the Company makes Lender to withdraw monies from the election under paragraph Mandatory Prepayment Account and to apply such monies against prepayments which are due to be made hereunder (c) above then and the relevant specified proportion of the relevant Loans will be due Lender shall make such withdrawal and payable application on the last day of the relevant Interest PeriodsPeriod for each Loan in respect of which a prepayment is to be made) or, upon the occurrence of an Event of Default which is continuing, against any amounts due and payable under the Finance Documents.
(fh) No amount of any Revolving Facility prepaid under this Clause 9.3 may be reborrowed.
(g) Prepayments will not be required under this Clause 9.3 if it is (but only for so long as it remains) illegal for a member The Lender acknowledges and agrees that interest shall accrue at normal commercial rates on amounts standing to the credit of the ▇▇▇▇▇▇▇▇▇ Group who received Mandatory Prepayment Account and that the proceeds of any Borrower shall be entitled to receive such Disposal interest (which shall be paid in accordance with the mandate relating to make any such prepayment or to distribute, dividend or lend the proceeds to another member of the Group for the purpose of such prepayment. The Company shall procure that members of the ▇▇▇▇▇▇▇▇▇ Group use all reasonable endeavours to avoid any such illegalityMandatory Prepayment Account).
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