Optional and Mandatory Prepayments. (a) 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, 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. Upon receipt of any 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. Subject to Section 2.2(e), partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or 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 (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans). (b) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.
Appears in 2 contracts
Sources: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Optional and Mandatory Prepayments. (a) Each The Borrower may at on the last day of any time and from time to time prepay (in the relevant currency) its Revolving Credit Loans (subjectInterest Period with respect thereto, in the case of Eurodollar Loans, CDOR Loans or at any time and Money Market Loans from time to compliance with time, in the terms case of Section 2.2(e) and Section 2.13)Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least three (3) four 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 Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Subject to Section 2.2(e), partial Partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as If on any date (including any date on which a certificate of 10:00 A.M. Toronto time on a Responsible Officer of the last Business Day of any calendar month, Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit of all of the Lenders then outstanding exceeds the then aggregate Commitments then in effectRevolving Credit Commitments, then then, without notice or demand, the Borrowers Borrower shall promptly prepay the Revolving Credit Loans (to be applied in an amount equal to such Loans and in any order designated by the Borrowersexcess. The Borrower may, or if not so designated, first subject to the Dollar-Denominated Loans terms and thenconditions of this Agreement, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of reborrow the amount of any prepayment required made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made pursuant first to this paragraphAlternate Base Rate Loans and second to Eurodollar Loans. The determination by Each prepayment of the Administrative Agent of any such amount in any such notice Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be conclusive and binding accompanied by accrued interest to the date of such prepayment on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphamount prepaid.
Appears in 2 contracts
Sources: Quarterly Report, Credit Agreement (El Paso Energy Partners Lp)
Optional and Mandatory Prepayments. (a) Each Borrower The Company 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, upon at least three (3) Business Days' irrevocable notice from such Borrower to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least same-day irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the 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 2.13subsection 6.12. Subject to Section 2.2(e), partial Partial prepayments of the Revolving Credit Loans shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 10,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof thereof.
(orb) The Borrowers may at any time and from time to time prepay, if lesswithout premium or penalty, 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. 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 outstanding principal amount of which the U.S. Dollar Equivalent is at least $5,000,000.
(i) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, (A) the Company shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or (B) the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans such that the sum of (I) the aggregate principal amount of the Revolving Credit Loans)Loans so prepaid and (II) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(bii) If, at any time during the Revolving Credit Commitment Period, for any reason either (A) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the aggregate Revolving Credit Commitments of the Multicurrency Lenders or (B) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (I) the Company shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or, as of 10:00 A.M. Toronto time on applicable, (II) the last Business Day of any calendar monthBorrowers shall, without notice or demand, immediately prepay Multicurrency Loans in amounts such that the sum of (x) the Aggregate Outstanding Revolving Extensions of Credit of all aggregate principal amount of the Lenders Revolving Credit Loans so prepaid and (y) the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans amount of such excess.
(to be applied to such Loans and in 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 Loansd) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 6.4 shall be 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 accompanied by accrued and unpaid interest on the last day of any calendar month, give amount prepaid to the Borrowers date of prepayment and any amounts payable under subsection 6.12 in connection with such prepayment.
(e) Notwithstanding the Lenders notice foregoing, mandatory prepayments of the amount Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 6.4 solely as a result of any prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 6.4 on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required Business Day.
(f) Prepayments of the Loans pursuant to this paragraphsubsection 6.4 shall be applied as follows: (i) in the case of prepayments made by the Company, first, to prepay Base Rate Loans then outstanding and second, to prepay Eurodollar Loans then outstanding and (ii) in case of prepayments made by a Borrower, to prepay Multicurrency Loans borrowed by such Borrower.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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 made to compliance with the terms of Section 2.2(e) and Section 2.13)it, in whole or in part, without premium or penalty, upon at least three (3) Business Days' in the case of Eurodollar Loans, or one Business Day's in the case of ABR Loans (including Swing Line Loans), irrevocable notice from such Borrower to the Administrative Agent, specifying whether the prepayment is (i) of Revolving Credit Loans or Swing Line Loans, or a combination thereof, and in each case if a combination thereof, the amount allocable to each, (ii) the date and amount of prepayment of such Loan(s) and (iii) 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. Upon receipt of any such notice of prepayment, 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 Section 2.13subsection 4.13. Subject to Section 2.2(e), partial Partial voluntary prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 250,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 250,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as of 10:00 A.M. Toronto If at any time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of Loans and the Lenders L/C Obligations exceeds the aggregate Commitments then Commitments, the Borrower shall make a payment in effect, then the Borrowers amount of such excess which payment shall prepay the Loans (to be applied to such Loans and in any order designated by the Borrowers, or if not so designated, first to the Dollar-Denominated Loans and then, if necessaryFIRST, to the Cdn Dollar-Denominated Loans) or terminate or replace payment of the Swing Line Loans then outstanding, SECOND, to the payment of any Revolving Credit Loans then outstanding, THIRD, to payment of any Reimbursement Obligations then outstanding and LAST, to cash collateralize any outstanding Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, terms reasonably satisfactory to the extent required so that, after giving effect Required Lenders. The application of prepayments of Loans referred to such prepayments, terminations or replacements, in the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then in effect. Each prepayment pursuant to this paragraph preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans.
(c) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any asset sale or other disposition (including as a result of condemnation or casualty) permitted by subsection 8.6(b), then 100% of such Net Proceeds shall on the first Business Day after receipt thereof, be applied toward the prepayment of the Loans and the permanent reduction of the Commitments in accordance with the prepayment provisions of Section 2.3(a) relating to optional prepayments (other than the giving of notices thereunder4.3(b). The Administrative Agent shall, as soon as practicable after 10:00 A.M. Toronto time on the last day of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment ; PROVIDED that such Net Proceeds shall not be required to be made pursuant so applied to this paragraph. The determination by the Administrative extent the Borrower delivers to the Agent a certificate that it intends to use such Net Proceeds to acquire fixed or capital assets for the Borrower or any of its Subsidiaries within 330 days of receipt of such Net Proceeds, it being expressly understood that any such amount in any such notice Net Proceeds not so reinvested shall be conclusive applied to prepay the Loans and binding permanently reduce the Commitments on the Borrowers date 330 days after the receipt thereof.
(d) In the event of a Change of Control, not later than five days thereafter, (A) the Commitments shall be terminated, (B) the Borrower shall prepay in full all Loans then outstanding together with interest accrued to the date of such prepayment and any amounts payable under subsection 4.13, (C) the Lenders in Borrower shall repay any Reimbursement Obligations then outstanding and (D) the absence of manifest error. However, Borrower shall cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphRequired Lenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Aftermarket Technology Corp)
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four Business Days' irrevocable notice from such Borrower to 35 30 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. 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.
(b) The Borrower may at any time and from time to time prepay, together with without premium or penalty (other than any amounts payable pursuant to Section 2.13. Subject to Section 2.2(esubsection 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), partial 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. 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 $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(ori) If, if lessat 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)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.
(bii) If, as at any time during the Commitment Period, for any reason either (x) the Aggregate Total Outstandings of 10:00 A.M. Toronto time on all Multicurrency Lenders exceed the last Business Day of any calendar month, the sum Aggregate Revolving Credit Commitments of the Aggregate Outstanding Revolving Extensions of Credit of all of the Multicurrency Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans or (to be applied to such Loans and in 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 Loansy) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Multicurrency Outstandings exceed the aggregate Commitment then Multicurrency Commitments, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in effect. amounts such that any such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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, upon at least three (3) Business Days' ’ irrevocable notice from such Borrower to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one (1) Business Day’s irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Subject to Section 2.2(e), partial Partial prepayments of the Loans shall be in an aggregate principal amount of $500,000 50,000 or an integral multiple thereof.
(b) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with Section 3.8(a)(ii) and shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans.
(c) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstanding of all the Revolving Lenders 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, in an aggregate amount at least sufficient to eliminate any such excess.
(d) On each date on which the Revolving Credit Loans exceed any borrowing limitations set forth herein, the Borrower shall repay or prepay such principal amount of the outstanding Revolving Credit Loans, if prepaying Dollar-Denominated any (together with interest accrued thereon and any amount due under this Section 3.4), as may be necessary so that after such payment the Revolving Credit Loans do not exceed such borrowing limitations. Each such payment or prepayment shall be applied ratably to the Revolving Credit Loans of the Lenders outstanding on the date of payment or prepayment, first, to Base Rate Loans, and, next, to Eurodollar Loans.
(e) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole multiple Contemporaneously upon receipt of Net Cash Proceeds in excess of $100,000 500,000, unless a Default or C$100,000 Event of Default then exists (in which event, Section 3.8 shall be controlling), the Borrower shall pay to the Administrative Agent an amount equal to: (i) the sum of (x) seventy-five percent (75%) of all Net Cash Proceeds in the aggregate in any Fiscal Year from the disposition of assets whether or not such assets are Collateral hereunder, other than Inventory Collateral and Sold Receivables, plus (y) seventy-five percent (75%) of the Net Cash Proceeds in the aggregate in any Fiscal Year from the disposition of Equipment Collateral, and Properties to the extent such Net Cash Proceeds are not used substantially simultaneously to replace such disposed Equipment Collateral and disposed Properties with new Equipment Collateral, or new Properties, as the case may be, and (ii) seventy-five percent (75%) of the Net Cash Proceeds from the incurrence of Indebtedness. Such payment shall be accompanied by a detailed calculation showing all deductions from gross proceeds in excess thereof (ororder to arrive at Net Cash Proceeds, as well as amounts used or reserved for the purchase of replacement Equipment Collateral, if lessapplicable. All such payments from Net Cash Proceeds shall be applied, first, (A) pro rata, to either (1) prepay the aggregate outstanding Term Loans then outstanding, in prepayment of the principal installments thereof in inverse order of maturity, or (2) to deposit such amount into a bank account held by and pledged (as additional collateral for the Loans and any related interest rate swap obligations) to the Agent on behalf of the Term Lenders on terms and documentation satisfactory to Agent and its counsel; and (B) next, as to any remainder, to the Revolving Credit Loans).
(bf) If, as Each prepayment of 10:00 A.M. Toronto time Loans pursuant to this Section 3.4 shall be accompanied by accrued and unpaid interest on the last Business Day amount prepaid to the date of prepayment and any amounts payable under Section 3.11 or 3.15 in connection with such prepayment.
(g) Each prepayment of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers Term Loan shall prepay the Loans (be subject to be applied to such Loans and in any order designated by the Borrowers, or if not so designated, first breakage costs for prepayments pursuant to the Dollar-Denominated Loans Master Agreement.
(h) Upon Borrower’s receipt of each Contract Termination Payment (if any), Borrower shall comply with the prepayment or cash security provisions of Section 2.7.
(i) If the Borrower decides to proceed with a public offering of its stock and then(1) raises $10,000,000 or more, if necessary, to the Cdn Dollar-Denominated Loansand (2) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so that, after giving effect to such prepayments, terminations or replacements, the sum receipt of the Aggregate Outstanding net proceeds of such public offering Borrower’s Leverage Ratio is 2.0 or more, Borrower shall then promptly utilize an amount equal to 25% of Borrower’s Net Cash Proceeds from such offering to pay down the outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphLoans.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The Borrower may at any time and from time to time prepay (in the relevant currency) its outstanding 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 penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three (3) four 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 LIBOR 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. 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 by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 2.13. Subject to Section 2.2(e), partial 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 $500,000 (if prepaying Dollar-Denominated Loans) 5,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(bi) If, as of 10:00 A.M. Toronto at any time on during the last Business Day of Commitment Period, for any calendar month, the sum of reason the Aggregate Outstanding Revolving Extensions of Credit Outstandings of all of Lenders exceed the Lenders exceeds the aggregate Aggregate Revolving Credit Commitments then in effect, then the Borrowers shall Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of such excess (to be applied to or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be made L/C Obligations in accordance with the provisions of Section 2.3(asubsection 4.8).
(ii) relating to optional prepayments If, at the end of any month during the Commitment Period, for any reason either (other than A) the giving Aggregate Multicurrency Outstandings exceed 105% of notices thereunder). The Administrative Agent the Aggregate Multicurrency Commitments or (B) the L/C Obligations exceed the L/C Commitment, the Borrower shall, without notice or demand, immediately prepay the Multicurrency Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.8, as soon as practicable after 10:00 A.M. Toronto time on the last day case may be, in amounts such that any such excess is eliminated.
(iii) Each prepayment of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made Loans pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice subsection 3.1(b) shall be conclusive and binding on the Borrowers and the Lenders accompanied by any amounts payable under subsection 3.11 in the absence of manifest error. However, the failure of the Administrative Agent to provide any connection with such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphprepayment.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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.
(b) [Intentionally omitted].
(i) If, together with at any amounts payable pursuant to Section 2.13. Subject to Section 2.2(e)time during the Commitment Period, partial prepayments shall be for any reason the Total Outstandings of all Lenders exceed the Aggregate Commitments then in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or 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 (or, if lesseffect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans in amounts such that the aggregate outstanding principal amount of the Revolving Credit Loans)Loans so prepaid equals or exceeds the amount of such excess.
(bii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans [Intentionally omitted].
(to be applied to such Loans and in 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 Loansiii) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with the provisions of Section 2.3(asuch prepayment.
(iv) 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph[Intentionally omitted].
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) Each The 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, upon at least three (3) Business Days' ’ irrevocable notice from such Borrower 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 ABR Loans), 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, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Subject to Section 2.2(e), partial Partial prepayments of the Loans shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 2,500,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as of 10:00 A.M. Toronto at any time on during the last Business Day of Revolving Credit Commitment Period, for any calendar month, the sum of reason the Aggregate Revolving Credit Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate 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 Borrowers shall Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans in an aggregate principal amount at least sufficient to eliminate any such excess.
(c) Each prepayment of Loans pursuant to this subsection 4.4 shall be applied to such Loans accompanied by accrued and in any order designated by unpaid interest on the Borrowers, or if not so designated, first amount prepaid to the Dollar-Denominated date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment.
(d) The Revolving Credit Loans shall be prepaid and then, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, shall be cash collateralized or replaced 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 at any time exceed the aggregate Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphRevolving Credit Commitments.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each Subject to Section 2.16, the Borrower may 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, upon at least three (3) Business Days' irrevocable written 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 Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any 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 2.132.16, accrued interest to such date on the amount prepaid and any outstanding fees and expenses then due and owing. Subject Partial prepayments and optional prepayments of the Loans shall be applied to Section 2.2(e), partial the Loans but shall not reduce the Commitments unless the Borrower so specifies in its written notice to the Agent. Partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(or, if less, b) If at any time
(i) the aggregate outstanding principal amount of the Revolving Credit Loans)Loans made by any Lender exceeds such Lender's Commitment; or
(ii) the outstanding aggregate principal amount of the Loans made by all Lenders exceeds the Commitments; then the Borrower, will promptly and, in any event, within one Business Day, make a mandatory prepayment of the Loans to the Agent for the benefit of the Lenders in an aggregate amount equal to such excess.
(bc) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum Each prepayment of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph Section 2.6 shall be made accompanied by payment in accordance full of all accrued interest thereon, to and including the date of such prepayment, together 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made additional amounts owing pursuant to this paragraph. The determination by the Administrative Agent of Section 2.16 and any such amount in any such notice shall be conclusive outstanding fees and binding on the Borrowers expenses due and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphowing.
Appears in 1 contract
Sources: Credit Agreement (Northwestern Corp)
Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time 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 penaltypenalty (except, with respect to Eurodollar Loans that are prepaid on a date other than the last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (in the case of prepayments of Eurodollar Loans) at least three (3) two Business Days' irrevocable notice from such Borrower to the Administrative AgentAgent and upon (in the case of prepayments of ABR Loans) irrevocable notice to the Administrative Agent prior to 11:00 A.M., New York City time, on the date of such prepayment, 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. Upon receipt of any such notice of prepayment, 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 Section 2.13subsection 4.11 in connection therewith. Subject to Section 2.2(e), partial Partial prepayments under this subsection 4.1(a) shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 10,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans).thereof. 58
(b) If, as at any time prior to the Collateral Release Date, the Aggregate Revolving Credit Outstandings at such time exceed the Borrowing Base at such time, the Borrower shall, without notice or demand, immediately repay the Revolving Credit Loans and/or Swing Line Loans in an aggregate principal amount equal to the lesser of 10:00 A.M. Toronto time (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding, together with interest accrued to the date of such payment or prepayment on the last Business Day principal so prepaid and any amounts payable under subsection 4.11 in connection therewith. To the extent that after giving effect to any prepayment of any calendar monththe Revolving Credit Loans and Swing Line Loans required by the preceding sentence, the sum Aggregate Revolving Credit Outstandings at such time exceed the Borrowing Base at such time, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the lesser of (i) the aggregate then outstanding Bilateral Option Loans, CAF Advances and L/C Obligations and (ii) the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (to the extent thereof) to repay each Bilateral Option Loan on the date such Bilateral Option Loan becomes due, to repay on each CAF Advance Maturity Date to occur thereafter the CAF Advances which become due on such CAF Advance Maturity Dates and/or to pay any Reimbursement Obligations which become due thereafter, provided that the Administrative Agent shall release to the Borrower (x) from time to time such portion of the Aggregate Outstanding Revolving Extensions of Credit of all of amount on deposit in the Lenders Cash Collateral Account which is equal to the amount by which the Borrowing Base at such time plus the amount on deposit in the Cash Collateral Account exceeds the aggregate Commitments then Aggregate Revolving Credit Outstandings at such time and (y) all amounts on deposit in effectthe Cash Collateral Account on the Collateral Release Date. "Cash Collateral Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, then including the Borrowers right of withdrawal for application in accordance with this subsection 4.1(b). The Borrower shall also prepay the Revolving Credit Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be made in accordance comply 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphsubsection 3.23.
Appears in 1 contract
Sources: Credit Agreement (Kmart Corp)
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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.
(b) The Borrower may at any time and from time to time prepay, together with without premium or penalty (other than any amounts payable pursuant to Section 2.13. Subject to Section 2.2(esubsection 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), partial 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. 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 $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(ori) If, if lessat 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.
(ii) 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, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (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 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, $125,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans)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.
(biii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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 outstanding 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 penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least three (3) four 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 LIBOR 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. 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 by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 2.13. Subject to Section 2.2(e), partial Partial prepayments of Loans shall be in an aggregate principal amount of at least $500,000 (if prepaying Dollar-Denominated Loans) 5,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar monthweek, commencing with April 17, 2020, and continuing every week thereafter, the sum Consolidated Cash Balance exceeds $250,000,000 as of the end of such applicable Business Day, then the Borrower shall, on the next Business Day thereafter (each such date, a “Sweep Prepayment Date”), prepay (any such prepayment, a “Sweep Prepayment”) the Revolving Credit Loans in an aggregate principal amount equal to such excess.
(c) If, at any time during the Commitment Period, for any reason the Aggregate Outstanding Revolving Extensions of Credit Outstandings of all of Lenders exceed the Lenders exceeds the aggregate Aggregate Revolving Credit Commitments then in effect, then the Borrowers shall Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of such excess.
(to be applied to such Loans and in 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 Loansd) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(a) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphprepayment.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The Borrower may at on the last day of any time and from time to time prepay (in the relevant currency) its Revolving Credit Loans (subjectInterest Period with respect thereto, in the case of Eurodollar Loans, CDOR Loans or at any time and Money Market Loans from time to compliance with time, in the terms case of Section 2.2(e) and Section 2.13)Alternate Base Rate Loans, prepay the Revolving Credit Loans, the Term Loans, or both, in whole or in part, without premium or penalty, upon at least three (3) four Business Days' irrevocable notice from such Borrower to the Administrative Agent, specifying (i) the date and amount of prepayment and prepayment, (ii) 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, and (iii) whether the prepayment is of Revolving Credit Loans, Cdn Prime Term Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice of prepayment, the Administrative Agent shall promptly notify each Applicable 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 accrued interest to Section 2.13such date on the amount prepaid in the case of prepayment of the Term Loans. Subject to Section 2.2(e), partial Partial prepayments (x) of Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or a whole multiple thereof, and (if prepaying Dollar-Denominated Loansy) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) of Term Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as If on any date (including any date on which a certificate of 10:00 A.M. Toronto time on a Responsible Officer of the last Business Day of any calendar month, Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding aggregate Revolving Extensions of Credit of all Exposure then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess.
(i) At any time the Borrower or any Subsidiary of the Lenders exceeds Borrower shall receive Net Proceeds from a Recovery Event (excluding a Channel Recovery Event) or Asset Sale then, unless a Reinvestment Notice shall be delivered in respect thereof, the aggregate Commitments then in effect, then the Borrowers Borrower shall prepay repay the Loans within 5 Business Days after the date such proceeds were received in an amount equal to 100% of such Net Proceeds as provided in Section 4.1(d), provided, that notwithstanding the foregoing, on each Reinvestment Prepayment Date, the Borrower shall repay the Loans within 5 Business Days after such date in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Recovery Event or Asset Sale as provided in Section 4.1(d).
(ii) At any time after the Closing Date that EPN or any of its Restricted Subsidiaries shall receive Net Proceeds from any issuance or sale of Equity Interests or debt securities issued pursuant to existing or future EPN indentures by EPN or any of its Restricted Subsidiaries, the Borrower shall repay the Loans within 5 Business Days after the date such proceeds were received in an amount equal to 100% of such Net Proceeds as provided in Section 4.1(d), provided, that the prepayment of the Loans shall not be required (x) so long as on the most recent Quarterly Date the Leverage Ratio for the Calculation Period ending on such date was less than 4.00:1.00 or (y) as provided in Section 4.1(e).
(iii) At any time the General Partner, the Limited Partner, the Borrower or any Subsidiary of the Borrower shall receive Net Proceeds from any Purchase Price Adjustment, the Borrower shall repay the Loans within 5 Business Days after the date such proceeds were received in an amount equal to 100% of such Net Proceeds as provided in Section 4.1(d).
(d) (i) Amounts of any prepayments made in accordance with Section 4.1(b) or (c) shall be applied to such (A) first, toward the repayment of Term Loans then outstanding and in 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(B) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such daysecond, to the extent required so thatin excess thereof, after giving effect as a permanent reduction 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be made Commitments in accordance with Section 2.6(b), and (C) third, after payment in full of the provisions of Section 2.3(a) relating to optional prepayments (other than the giving of notices thereunder). The Administrative Agent shallRevolving Credit Loans and Reimbursement Obligations outstanding, as soon as practicable after 10:00 A.M. Toronto time on Cover for the last day of any calendar month, give to the Borrowers and the Lenders notice of the L/C Obligations in an amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphremaining excess.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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, upon at least three (3) Business Days' irrevocable notice from such Borrower to the Administrative AgentAgent in the case of Eurodollar Loans and on the same Business Day in the case of ABR Loans, 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, in each case if of a combination thereof, the amount allocable to each, provided that, Eurodollar Loans shall be prepaid at the end of the Interest Period applicable thereto only. Upon the receipt of any such notice of prepayment, 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 Section 2.13subsection 4.12. Subject Partial prepayments of all other Loans and the Letters of Credit shall be applied first, to Section 2.2(e)payment of any Reimbursement Obligations then outstanding, partial second, to payment of the Loans then outstanding and last, to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Agent. Partial prepayments of Loans shall be in an aggregate principal amount equal to the lesser of (A) $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole multiple integral multiples of $100,000 or C$100,000 (as the case may be) in excess thereof except as required under subsection 4.4(b) or (or, if less, B) the aggregate outstanding unpaid principal amount of the Revolving Credit Loans)Loans and outstanding L/C Obligations with respect to which payment is being made.
(b) IfIf at any time during the Commitment Period, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of with respect to all of the Lenders exceeds the aggregate Commitments then in effect, the Borrower shall, without notice or demand, make a payment (without regard to the minimum payment requirements set forth in subsection 4.4(a)) in the amount of such excess which payment shall be applied first, to payment of any Reimbursement Obligations then the Borrowers shall prepay outstanding, second, to payment of the Loans then outstanding, and last, to cash collateralize any outstanding Letter of Credit on terms reasonably satisfactory to the Agent. The application of prepayments of Loans referred to in the preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans.
(to be applied c) If on any date the sum of the outstanding Loans and L/C Obligations exceeds the Borrowing Base in effect on such date, the Borrower shall on such date apply an amount equal to such Loans and in any order designated by the Borrowers, or if not so designatedexcess, first to prepay the Dollarthen-Denominated outstanding Loans and then, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such daysecond, to the extent required so thatof any remaining excess (after the prepayment of the Loans), after giving effect to cash-collateralize or replace the L/C Obligations, by depositing, in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to such prepayments, terminations or replacements, the sum of the Aggregate Outstanding Revolving Extensions remaining excess.
(d) All amounts owing pursuant to Loans outstanding and unreimbursed drawings under Letters of Credit of all the Lenders does not exceed the aggregate Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 become due and payable on the last day of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphTermination Date.
Appears in 1 contract
Sources: Credit Agreement (RBX Corp)
Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time 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, upon at least three (3) one Business Days' Days prior irrevocable notice from such Borrower to the Administrative AgentAgent in the case of a prepayment of the Revolving Credit Loans and at least five Business Days prior irrevocable notice to the Agent and the holders of the Term Loans in the case of a prepayment of the Term Loans, specifying the date and amount of prepayment prepayment, the Class of Loan being prepaid and whether the prepayment is of Eurodollar Loans, ABR Base Rate Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each. Upon receipt of any notice of prepaymentsuch 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 2.133.13 and, in the case of prepayments of the Term Loans, accrued interest to such date on the amount prepaid. Subject Prepayments of the Revolving Credit Loans pursuant to Section 2.2(e), partial this subsection 3.7(a) shall not reduce the Revolving Credit Commitments. Partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof thereof. Partial prepayments of Term Loans pursuant to this subsection 3.7(a) shall be applied (or, if less, the aggregate x) pro rata (based on outstanding principal amount of amount) to the Revolving Credit Loans).
(b) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Tranche A Term Loans and in any order designated by the Borrowers, or if not so designated, first Tranche B Term Loans and (y) pro rata to the Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment respective then in effectremaining principal installments thereof. Each prepayment pursuant to this paragraph subsection 3.7(a) of Loans that are Eurodollar Loans shall be 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 accompanied by accrued and unpaid interest on the last day of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphprepaid.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The Borrower may at any time and from time to time prepay (in the relevant currency) its outstanding Revolving Credit Loans (subject, in the case of Eurodollar or Swingline 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 penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of 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 (3) four Business Days' ’ irrevocable notice from such Borrower 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, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 2.13. Subject to Section 2.2(e), partial 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 $500,000 (if prepaying Dollar-Denominated Loans) 5,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 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 a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(bi) If, as of 10:00 A.M. Toronto at any time on during the last Business Day of Commitment Period, for any calendar month, the sum of reason the Aggregate Outstanding Revolving Extensions of Credit Outstandings of all of Lenders exceed the Lenders exceeds the aggregate Aggregate Revolving Credit Commitments then in effect, then the Borrowers shall Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of such excess (to be applied to or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be made L/C Obligations in accordance with the provisions of Section 2.3(asubsection 4.8).
(ii) relating to optional prepayments If, at any time during the Commitment Period, for any reason either (other than A) the giving Aggregate Multicurrency Outstandings exceed 105% of notices thereunder). The Administrative Agent the Aggregate Multicurrency Commitments, (B) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or (C) the L/C Obligations exceed the L/C Commitment,the Borrower shall, without notice or demand, immediately prepay the Multicurrency Loans and/or the Swingline Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.8, as soon as practicable after 10:00 A.M. Toronto time on the last day case may be, in amounts such that any such excess is eliminated.
(iii) Each prepayment of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made Loans pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice subsection 3.1(b) shall be conclusive and binding on the Borrowers and the Lenders accompanied by any amounts payable under subsection 3.11 in the absence of manifest error. However, the failure of the Administrative Agent to provide any connection with such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphprepayment.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) Each The 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, upon at least three (3) Business Days' ’ irrevocable notice from such Borrower 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 Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Subject to Section 2.2(e), partial Partial prepayments of the Loans shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or 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 (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with subsection 4.8(a)(ii).
(a) [Reserved].
(b) [Reserved].
(c) If, as of 10:00 A.M. Toronto at any time on during the last Business Day of Revolving Credit Commitment Period, for any calendar month, the sum of reason the Aggregate Revolving Credit Outstanding Revolving Extensions of Credit of all of the Revolving Lenders exceeds the aggregate 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, to the extent required, cash collateralize Letters of Credit, in each case, in an aggregate amount at least sufficient to eliminate any such excess.
(d) If any Loan Party receives any Extraordinary Receipts consisting of property or casualty insurance proceeds, then, subject to clause (x) of the proviso below, to the extent such Extraordinary Receipts exceed $5,000,000 in the aggregate during the term of this agreement, Borrower shall repay the Loans in an amount equal to the amount of such Extraordinary Receipts received in excess of such amount, 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 date of payment, such proceeds shall be held in trust for the benefit of the Administrative Agent and the Lenders; provided, that, (x) if an Event of Default has occurred and is continuing at the time any Loan Party receives such Extraordinary Receipts, the Borrowers shall prepay be required to repay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts received and (ii) if the Borrower reasonably expects any Extraordinary Receipts consisting of property or casualty insurance proceeds received as a result of a loss or casualty to a capital asset to be reinvested within one hundred eighty (180) days to repair or replace such assets with like assets, the Borrower shall deliver the insurance proceeds to the Administrative Agent to be applied to such the Revolving Credit Loans and in any order designated by the BorrowersAdministrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Credit Loans for such amount, until such time as such insurance proceeds have been re-borrowed or if not applied to other Obligations as set forth herein. If the Borrower so designated, first elects to deliver such insurance proceeds to the Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so that, after giving effect to such prepayments, terminations or replacementsAdministrative Agent, the sum 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 in the amount of the Aggregate Outstanding Revolving Extensions remaining reserve to repay the Obligations in the manner set forth in the second sentence of Credit of all the Lenders does not exceed the aggregate Commitment then in effectthis Section 4.4(e).
(e) Each prepayment of Loans pursuant to this paragraph subsection 4.4 shall be 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 accompanied by accrued and unpaid interest on the last day of any calendar month, give amount prepaid to the Borrowers date of prepayment and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraphamounts payable under subsection 4.11 or 4.15 in connection with such prepayment. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.
Appears in 1 contract
Sources: Credit Agreement (Napco Security Technologies, Inc)
Optional and Mandatory Prepayments. (a) 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, 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. Upon receipt of any 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. Subject to Section 2.2(e), partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or 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 (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans).
(b) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.
Appears in 1 contract
Sources: Credit Agreement (Kimco Realty Corp)
Optional and Mandatory Prepayments. (a) Each The 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, upon at least three (3) Business Days' ’ irrevocable notice from such Borrower 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 Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Subject to Section 2.2(e), partial Partial prepayments of the Loans shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or 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 (orthereof. Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with subsection 4.8(a)(ii) and shall be made, if lessfirst, the aggregate outstanding principal amount of to Prime Loans and, second, to Eurodollar Loans. If, at any time during the Revolving Credit Loans).
(b) IfCommitment Period, as of 10:00 A.M. Toronto time on the last Business Day of for any calendar month, the sum of reason the Aggregate Revolving Credit Outstanding Revolving Extensions of Credit of all of the Revolving Lenders exceeds the aggregate 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 Borrowers shall Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such dayand, to the extent required so thatrequired, cash collateralize Letters of Credit, in each case, in an aggregate amount at least sufficient to eliminate any such excess. If at any fiscal year end commencing on or after giving effect June 30, 2009, for which the ratio of Consolidated Funded Debt to Consolidated EBITDA as at the end of such prepaymentsfiscal year was in excess of 2.0 to 1.0, terminations or replacementsBorrower shall, the sum within one hundred fifty (150) days of the Aggregate Outstanding Revolving Extensions end of Credit such fiscal year end, apply an amount in prepayment of all the Term Loans in inverse order of maturity ratably among each Term Lenders does not exceed the aggregate Commitment then Term Loans equal to fifty (50%) percent of any Excess Cash Flow in effectrespect of such fiscal year. Each prepayment of Loans pursuant to this paragraph subsection 4.4 shall be 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 accompanied by accrued and unpaid interest on the last day of any calendar month, give amount prepaid to the Borrowers date of prepayment and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any amounts payable under subsection 4.11 or 4.15 in connection with such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphprepayment.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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.
(b) The Borrower may at any time and from time to time prepay, together with without premium or penalty (other than any amounts payable pursuant to Section 2.13. Subject to Section 2.2(esubsection 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), partial 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. 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 $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(ori) If, if lessat 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.
(ii) 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, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (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 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, $600,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans)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.
(biii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
(d) [Intentionally omitted].
Appears in 1 contract
Sources: Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) Each Borrower may The CP Issuer may, subject to Section 3.16, at any time and from time to time time, prepay (the Revolving Loans then outstanding, in whole or in part, upon at least three Working Days' irrevocable notice to the relevant currency) its Revolving Credit Loans (subjectLiquidity Agent, 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, upon at least three (3) two Business Days' irrevocable notice from such Borrower to the Administrative Liquidity Agent, specifying in the case of C/D Rate Loans and by giving irrevocable notice to the Liquidity Agent not later than 10:00 a.m., New York City time, on the date of such prepayment, in the case of Base Rate 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 C/D Rate Loans, Cdn Prime Base Rate Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to eacheach and (iii) the original amount of the Revolving Loan or Revolving Loans which are to be prepaid and the date or dates such Revolving Loan or Revolving Loans were made, provided that the CP Issuer may not both prepay Base Rate Loans under this subsection 5.02(a) and borrow Base Rate Loans on the same day. Upon receipt of any notice of prepaymentsuch notice, the Administrative Liquidity Agent shall promptly notify each Lender Bank thereof. If any such notice is given, the amount CP Issuer will make the prepayment specified in therein, and such notice prepayment shall be due and payable on the date specified therein, together with any amounts payable accrued interest to such date on the amount prepaid. Each partial prepayment of the Loans pursuant to Section 2.13. Subject to Section 2.2(e), partial prepayments this paragraph (a) shall be in an aggregate principal amount of equal to $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 5,000,000 or a greater whole multiple of $100,000 1,000,000; provided that unless the Eurodollar Loans or C$100,000 (as the case may be) C/D Rate Loans comprising any Tranche are prepaid in excess thereof (orfull, if less, the aggregate outstanding principal amount no prepayment shall be made in respect of the Revolving Credit Loans).
(b) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Eurodollar Loans (to be applied to such or C/D Rate Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so thatif, after giving effect to such prepayments, terminations or replacementsprepayment, the sum aggregate principal amount of the Aggregate Outstanding Revolving Extensions Loans comprising any Tranche shall be less than $5,000,000.
(b) If the CP Issuer makes a prepayment (whether optional or mandatory, including any prepayment made as a result of Credit of all the Lenders does not exceed the aggregate Commitment then in effect. Each prepayment Loans being declared due and payable prior to their stated maturity pursuant to this paragraph shall be made Section 8.01) in respect of Revolving Loans (other than Base Rate Loans), provided that, in accordance with Section 10.12, all payment obligations of the provisions CP Issuer with respect to Commercial Paper, Loan Notes and LOC Disbursements attributable to Refunding Drawings are then satisfied or provided for, the CP Issuer agrees to pay to the Liquidity Agent for the account of Section 2.3(aeach Bank, a prepayment fee in an amount determined by the Liquidity Agent (which determination shall be rebuttable presumptive evidence of the amount due) relating and specified by the Liquidity Agent to optional prepayments the CP Issuer as the excess, if any, of (i) an amount equal to the present value (discounted at the Base Rate in effect on the date of such prepayment) of the aggregate amount of interest which would have accrued at the interest rate in effect in respect of such Revolving Loan (other than the giving Base Rate Loans) on the date of notices thereunder). The Administrative Agent shall, as soon as practicable after 10:00 A.M. Toronto time such prepayment on the principal amount of the Revolving Loans being prepaid from the date of such prepayment if such amount had remained outstanding and been repaid on the last day of any calendar month, give the Interest Period for such Revolving Loan during which such prepayment was made over (ii) an amount equal to the Borrowers and present value (discounted at the Lenders notice Base Rate in effect on the date of such prepayment) of the aggregate amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding interest which would accrue on the Borrowers and principal amount of the Lenders in Revolving Loans (other than the absence Base Rate Loans) so prepaid if such principal amount were invested on the date of manifest errorsuch prepayment until the last day of such Interest Period at the Treasury Rate (as hereinafter defined) plus 0.50%. HoweverFor purposes of this Section 5.02(b), the failure of the Administrative Agent to provide any such notice term "Treasury Rate" shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.mean a percentage amount equal to:
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time 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, except as set forth in Section 2.6(c), upon at least five Working Days’ irrevocable notice (in the case of Eurodollar Loans) and three (3) Business Days' ’ irrevocable notice from such Borrower (in the case of Fixed Rate Loans), in each case to the Administrative AgentLender, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Fixed Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any 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 by the Borrower on the date specified therein, together with any amounts payable pursuant accrued interest to Section 2.13such date on the amount prepaid. Subject to Section 2.2(e), partial Partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 500,000 in excess thereof (orand may only be made, if lessafter giving effect thereto, the aggregate outstanding principal amount of the Revolving Credit Loans)Section 2.13(c) shall not have been contravened.
(b) (i) If, as at any time, either (A) the Asset Coverage Ratio of 10:00 A.M. Toronto time on the last Business Day Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of any calendar monthall Indebtedness of the Borrower (including, without limitation, the sum 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 Indebtedness (which may or may not include repayment of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in any order designated by the Borrowers, or if not so designated, first made to the Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated LoansBorrower) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so that, after giving effect necessary to such prepayments, terminations or replacements, ensure that the sum Borrower is in compliance with Section 5.10. Table of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.Contents
Appears in 1 contract
Sources: Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) Each Borrower The Borrowers 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 penaltypenalty (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 (3) four 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. 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. Subject to Section 2.2(e), partial Partial prepayments of Loans shall be in an aggregate principal amount of at least $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(orb) 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 lesssuch 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. 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 Revolving 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 Revolving Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (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 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, $800,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans)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.
(bii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iii) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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.
(b) The Borrower may at any time and from time to time prepay, together with without premium or penalty (other than any amounts payable pursuant to Section 2.13. Subject to Section 2.2(esubsection 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), partial 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. 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 U.S. Dollar Equivalent of which is at least $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(ori) If, if lessat 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)Loans so prepaid and (B) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(bii) If, as at any time during the Commitment Period, for any reason either (x) the Aggregate Total Outstandings of 10:00 A.M. Toronto time on all Multicurrency Lenders exceed the last Business Day Aggregate Revolving Credit Commitments of any calendar monththe Multicurrency Lenders or (y) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, 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 Revolving Extensions of Credit of all aggregate principal amount of the Lenders Revolving Credit Loans so prepaid and (B) the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans amount of such excess.
(to be applied to such Loans and in 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 Loansiii) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The Borrower may at on the last day of any time and from time to time prepay (in the relevant currency) its Revolving Credit Loans (subjectInterest Period with respect thereto, in the case of Eurodollar Loans, CDOR Loans or at any time and Money Market Loans from time to compliance with time, in the terms case of Section 2.2(e) and Section 2.13)Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least three (3) four 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 Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Subject to Section 2.2(e), partial Partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as of 10:00 A.M. Toronto time on Upon the last Business Day incurrence or issuance of any calendar monthIndebtedness pursuant to subsection 8.2(f)(i), the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans, and the Revolving Credit Commitments shall be subject to automatic reduction, in an aggregate amount equal to (i) 50% of the Net Debt Proceeds of such Indebtedness plus (ii) any additional amount necessary to comply with the requirements of subsections 2.4 and 8.1(d).
(c) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit plus the aggregate amount of all Additional Clawbacks then outstanding plus the aggregate amount of the Lenders Permitted L/C Obligations then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then in effectapplicable Incurrence Limitation, then the Borrowers shall prepay the Loans (to be applied to such Loans and in any order designated by the Borrowers, or if not so designated, first to the Dollar-Denominated Loans and then, if necessarywithout notice or demand, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto timeBorrower shall, on such daydate, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the extent required so thatterms and conditions of this Agreement, 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of reborrow the amount of any prepayment required made under subsection 4.1(c).
(d) The application of any prepayment pursuant to subsections 4.1(b) and (c) shall be made pursuant first to this paragraphAlternate Base Rate Loans and second to Eurodollar Loans. The determination by Each prepayment of the Administrative Agent of any such amount in any such notice Loans under subsections 4.1(b) and (c) (other than Alternate Base Rate Loans) shall be conclusive and binding accompanied by accrued interest to the date of such prepayment on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphamount prepaid.
Appears in 1 contract
Sources: Credit Agreement (Leviathan Gas Pipeline Partners L P)
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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.
(b) The Borrower may at any time and from time to time prepay, together with without premium or penalty (other than any amounts payable pursuant to Section 2.13. Subject to Section 2.2(esubsection 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), partial 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. 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 $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(ori) If, if lessat 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.
(ii) If, at any time during the Commitment Period, for any reason either (x) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders and/or Local Currency Loans, (y) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments or (z) the sum of the Aggregate Multicurrency Outstandings plus the Dollar Equivalent of the aggregate outstanding principal amount of Local Currency Loans exceeds the aggregate Multicurrency Commitments, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans)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.
(biii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders basis of the Exchange Rate in effect on such Business Day.
(d) If a Receivables Transaction is consummated on any date, on the absence of manifest error. Howevernext Business Day, the failure Borrower shall prepay the Revolving Credit Loans (or at the option of the Administrative Agent 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 provide any the Receivables Transaction Prepayment Amount in respect of such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphReceivables Transaction.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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. Subject to Section 2.2(e), partial Partial prepayments of Loans shall be in an aggregate principal amount of at least $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(orb) 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 lesssuch 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. 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.
(i) 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.
(ii) 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, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (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 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, $200,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans)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.
(biii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
Appears in 1 contract
Sources: Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) Each The 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, upon at least three (3) Business Days' ’ irrevocable notice from such Borrower 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 ABR Loans), 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, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Subject to Section 2.2(e), partial Partial prepayments of the Loans shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 2,500,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If any Capital Stock shall be issued by the Borrower (excluding (i) any Capital Stock issued or sold to directors, officers, employees or consultants of the Borrower or any Subsidiary pursuant to benefit plans established by the Borrower or any Subsidiary, (ii) any Capital Stock issued as a dividend or distribution on Capital Stock or (iii) any Capital Stock issued as consideration for an acquisition, strategic relationship or partnership), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in subsection 4.4(e).
(c) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with subsection 8.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in subsection 4.4(e).
(d) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in subsection 4.4(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in subsection 4.4(e); and provided, further, that no Net Cash Proceeds from any Asset Sale or Recovery Event shall be applied toward the prepayment of the Term Loans until such time as the aggregate Net Cash Proceeds from Asset Sales or Recovery Events after the Effective Date exceeds $75,000,000.
(e) Amounts to be applied in connection with prepayments made pursuant to subsection 4.4(b), (c) and (d) shall be applied to the prepayment of the Term Loans in accordance with subsection 4.8(a)(ii) and shall be made, first, to ABR Loans and, second, to Eurodollar Loans.
(f) If, as of 10:00 A.M. Toronto at any time on during the last Business Day of Revolving Credit Commitment Period, for any calendar month, the sum of reason the Aggregate Revolving Credit Outstanding Revolving Extensions of Credit of all of the Revolving Lenders exceeds the aggregate 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 Borrowers shall Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such dayand, to the extent required so thatrequired, after giving effect to such prepayments, terminations or replacements, the sum of the Aggregate Outstanding Revolving Extensions cash collateralize Letters of Credit of all the Lenders does not exceed the in an aggregate Commitment then in effect. amount at least sufficient to eliminate any such excess.
(g) Each prepayment of Loans pursuant to this paragraph subsection 4.4 shall be 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 accompanied by accrued and unpaid interest on the last day of any calendar month, give amount prepaid to the Borrowers date of prepayment and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any amounts payable under subsection 4.11 or 4.15 in connection with such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphprepayment.
Appears in 1 contract
Sources: Credit Agreement (Nbty Inc)
Optional and Mandatory Prepayments. (a) Each Borrower The Company 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 Swing Line Loans and Money Market Loans to compliance with the terms of Section 2.2(e) and Section 2.13)and/or Term Loans, in whole or in part, without premium or penalty, upon at least three (3) Business Days' irrevocable notice from such Borrower 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 Base Rate Loans), specifying the date and amount of prepayment prepayment, which Class of Loans will be prepaid, and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided, the Swing Line Loans may be prepaid without prior notice. Upon the 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 2.136.12. Subject to Section 2.2(e), partial Partial prepayments of Loans of any Class shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) 10,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) a whole multiple of $1,000,000 in excess thereof. Partial prepayments of the Swing Line Loans shall be in aggregate principal amount of $1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(orb) The Borrowers may at any time and from time to time prepay, if lesswithout premium or penalty, 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. 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 outstanding principal amount of which the U.S. Dollar Equivalent is at least $5,000,000.
(i) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Committed Outstandings of all Revolving Credit Lenders exceed the Aggregate Revolving Credit Commitments then in effect, (A) the Company shall, without notice or demand, immediately prepay the Swing Line Loans and the Revolving Credit Loans and/or (B) the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans such that the sum of (I) the aggregate principal amount of the Swing Line Loans and the Revolving Credit Loans so prepaid and (II) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(ii) If, at any time during the Revolving Credit Commitment Period, for any reason either (A) the Aggregate Committed Outstandings of all Multicurrency Lenders exceed the aggregate Revolving Credit Commitments of the Multicurrency Lenders or (B) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (I) the Company shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or, as applicable, (II) the Borrowers shall, without notice or demand, immediately prepay Multicurrency Loans in amounts such that the sum of (x) the aggregate principal amount of the Revolving Credit Loans)Loans so prepaid and (y) the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(bd) IfUnless the Required Prepayment Lenders and the Required Lenders shall otherwise agree, if any Capital Stock or Indebtedness (other than Indebtedness permitted by paragraphs (a) through (c), paragraphs (e) through (g) and paragraph (i) of Section 10.05 as in effect prior to the Covenant Transition Date) shall be issued or incurred by the Company or any of 10:00 A.M. Toronto its Subsidiaries at any time after November 30, 1997, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the last date of such issuance or Incurrence toward the prepayment of the Term Loans as set forth in Section 6.08(b); provided, that, notwithstanding the foregoing:
(i) on the Business Day of any calendar monthimmediately preceding the Initial Revolving Credit Funding Date (or on such earlier date as the Company shall elect), the sum Company shall reduce the Term Loan Commitments (in the same order as prepayments of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Term Loans (are to be applied pursuant to Section 6.08(b)) by an amount equal to (A) the Net Cash Proceeds received by the Company from the issuance on December 1, 1997 of the $500,000,000 aggregate liquidation amount of 7% Trust Convertible Preferred Securities and (B) the Net Cash Proceeds of any subsequent issuance prior to the Initial Revolving Credit Funding Date of Capital Stock yielding Gross Cash Proceeds in an amount which, together with the Gross Cash Proceeds of all prior such issuances during the Reduction Period, aggregates less than $875,000,000;
(ii) if subsequent to December 1, 1997 and prior to the Initial Term Loan Funding Date the Company receives Gross Cash Proceeds from the issuance of its Capital Stock in an amount which, together with the amount of Gross Cash Proceeds received in all prior Capital Stock issuance transactions consummated during the Reduction Period, aggregates $875,000,000 or more, the Company may, on the Business Day immediately preceding the Initial Revolving Credit Funding Date (or on such earlier date as the Company shall elect), reduce the Senior Subordinated Bridge Loan Commitments by an aggregate amount up to the amount of the Net Cash Proceeds of such subsequent issuance, and the Term Loan Commitments shall be reduced, in the same order as prepayments of the Term Loans are to be applied pursuant to Section 6.08(b), by an amount equal to the excess of such Net Cash Proceeds over the amount by which the Company has reduced the Senior Subordinated Bridge Loan Commitments pursuant to this clause) (such reduction of the Term Loan Commitments to occur simultaneously with any reduction of the Senior Subordinated Bridge Loan Commitments and in 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) or terminate or replace Letters of Credit by event not later than 12:00 Noonthe Business Day immediately preceding the Initial Revolving Credit Funding Date);
(iii) if on or after the Initial Term Loan Funding Date the Company receives Gross Cash Proceeds from the issuance of its Capital Stock in an amount which, Toronto timetogether with the amount of Gross Cash Proceeds received in the prior Capital Stock issuance transactions consummated during the Reduction Period, aggregates $875,000,000 or more, the Company may apply the Net Cash Proceeds of such issuance to prepay the Senior Subordinated Debt, and the remainder of such Net Cash Proceeds not so applied shall be applied on the date of receipt thereof to prepay the Term Loans as set forth in Section 6.08(b);
(iv) Net Cash Proceeds of Subordinated Debt (other than Senior Subordinated Debt) issued prior to the date of repayment in full of the Interim Term Loans and the Senior Subordinated Debt shall be applied on the date of receipt thereof toward the prepayment of the Interim Term Loans or, at the Company's option (if no Default or Event of Default is in existence), the Senior Subordinated Debt, and after the repayment in full of the Interim Term Loans, the Company shall not be required to apply proceeds of Subordinated Debt toward prepayment of the Loans;
(v) the Company shall not be required to make mandatory prepayments with the proceeds of Capital Stock issued to employees pursuant to stock option plans or similar arrangements, or Capital Stock issued as consideration for acquisitions made by the Company and its Subsidiaries; (vi) after the Interim Term Loans have been repaid in full, the Company shall not be required to make mandatory prepayments with proceeds of issuances by the Company of Capital Stock or Subordinated Debt, and the Company may use such day, Net Cash Proceeds to prepay the Senior Subordinated Debt or for other corporate purposes 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 Commitment then in effect. Each prepayment pursuant to this paragraph shall be 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.prohibited hereunder; and
Appears in 1 contract
Sources: Second Amended and Restated Credit Agreement (Federal Mogul Corp)
Optional and Mandatory Prepayments. (a) Each The Borrower may at any ---------------------------------- time and from time to time prepay (in the relevant currency) its Revolving Credit Loans (subject, in and the case of Eurodollar Swing Line 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 penaltypenalty (other than amounts required to be paid pursuant to subsection 4.13 in connection with such prepayment), upon at least three (3) Business Days' irrevocable notice from such Borrower 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 Base Rate Loans), specifying the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice of prepayment, 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 Section 2.13subsection 4.13 and accrued interest to such date on the amount prepaid. Subject to Section 2.2(e)Unless specified otherwise in such notice, partial prepayments of the Loans pursuant to this subsection 4.4(a) shall be applied first, to pay Swing Line Loans then outstanding and second, to pay ----- ------ Revolving Credit Loans then outstanding. Partial prepayments of the Revolving Credit Loans shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 2,500,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 500,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans)thereof.
(b) If, as of 10:00 A.M. Toronto at any time on during the last Business Day of any calendar monthCommitment Period, the sum Total Aggregate Outstandings of all Lenders exceed the lesser of (i) the Borrowing Base then in effect and (ii) the aggregate Commitments then in effect (whether as result of a reduction in the Commitments pursuant to subsection 2.9(b), subsection 4.4(c) or otherwise), the Borrower shall, without notice or demand, immediately (in the case of clause (ii) above) or within three Business Days (in the case of clause
(i) above), repay the Revolving Credit Loans and the Swing Line Loans and any then outstanding Reimbursement Obligations in an aggregate principal amount equal to such excess, together with interest accrued to the date of such payment and any amounts payable under subsection 4.13. Such payments shall be applied first to pay Swing Line Loans then outstanding, second to pay any Reimbursement ----- ------ Obligations then outstanding and third to pay Revolving Credit Loans then ----- outstanding. To the extent that after giving effect to any repayment of the Loans and the Reimbursement Obligations required by the preceding sentence, the Total Aggregate Outstanding Revolving Extensions of Credit Outstandings of all Lenders exceed the lesser of (i) the Lenders exceeds Borrowing Base then in effect and (ii) the aggregate Commitments then in effect, the Borrower shall, without notice or demand, immediately cash collateralize first the then outstanding L/C Obligations and second the then outstanding CAF ----- ------ Advances, in an aggregate amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(i) Unless otherwise agreed in writing by the Aggregate Majority Lenders, if at any time Holdings or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall (A) incur Indebtedness for borrowed money (including, without limitation, any Subordinated Indebtedness permitted by subsection 8.2(i) but excluding any other Indebtedness permitted by subsection 8.2) pursuant to a public offering or private placement or otherwise or (B) sell or issue shares of its Capital Stock (except for shares of Capital Stock of Holdings or an Additional Subsidiary issued or sold to one or more Permitted Equity Purchasers to the extent such sale or issuance is permitted pursuant to this Agreement and the Holdings Guarantee), then the Borrowers Commitments shall prepay be permanently reduced by an amount equal to (1) 100% of the Net Cash Proceeds thereof (in the case of clause (A) above) or (2) the U.S. Prepayment Percentage (as in effect on the date of such sale or issuance) of 66-2/3% of the Net Cash Proceeds thereof (in the case of clause (B) above), with such reductions to be effective on the date of receipt of any such Net Cash Proceeds.
(ii) Unless otherwise agreed in writing by the Majority Lenders, if at any time the Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall make an Asset Sale pursuant to subsection 8.6(g), the Borrower shall repay the Revolving Credit Loans (and the Swing Line Loans and any then outstanding Reimbursement Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds thereof, together with accrued interest on such Loans and Reimbursement Obligations to the date of such payment and any amounts payable under subsection 4.13, such payments to be made promptly upon the receipt of such Net Cash Proceeds and to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 in the same order as that specified in subsection 4.4(b).
(d) The Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of all Revolving Credit Loans, and may prepay (without premium or penalty) any outstanding Swing Line Loans upon at least one Business Day's notice to the Lenders does not exceed Administrative Agent.
(e) Except as otherwise specified by the aggregate Commitment then Borrower in effect. Each prepayment a notice to the Administrative Agent pursuant to subsection 4.4(a), prepayments of Revolving Credit Loans pursuant to this paragraph subsection 4.4 shall be made in accordance with the provisions of Section 2.3(a) relating applied first 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 calendar month, give Base Rate Loans then outstanding and thereafter to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphEurodollar Loans then outstanding.
Appears in 1 contract
Sources: Credit Agreement (CDW Holding Corp)
Optional and Mandatory Prepayments. (a) Each The 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 penaltypenalty (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 (3) four 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. 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. Subject to Section 2.2(e), partial Partial prepayments of Loans shall be in an aggregate principal amount of at least $500,000 (if prepaying Dollar-Denominated Loans) 1,000,000 or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole an integral multiple of $100,000 or C$100,000 (as the case may be) in excess thereof thereof.
(orb) 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 lesssuch 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. 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.
(i) 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.
(ii) 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, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (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 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, $600,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans)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.
(biii) If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in 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) or terminate or replace Letters of Credit by not later than 12:00 Noon, 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 Commitment then in effect. Each prepayment of Loans pursuant to this paragraph subsection 3.1(c) shall be made accompanied by any amounts payable under subsection 3.11 in accordance connection with such prepayment.
(iv) Notwithstanding the provisions foregoing, mandatory prepayments of Section 2.3(aRevolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 3.1(c) relating solely as a result of fluctuations in Exchange Rates from time 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment shall only be required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding subsection 3.1(c) on the Borrowers and last Business Day of each month on the Lenders in the absence of manifest error. However, the failure basis of the Administrative Agent to provide any Exchange Rate in effect on such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraphBusiness Day.
Appears in 1 contract
Sources: Multi Year Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) Each The Borrower may may, at any time and from time to time 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, except as set forth in Section 2.6(c), upon at least five Working Days’ irrevocable notice (in the case of Eurodollar Loans) and three (3) Business Days' ’ irrevocable notice from such Borrower (in the case of Fixed Rate Loans), in each case to the Administrative AgentLender, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Fixed Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any 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 by the Borrower on the date specified therein, together with any amounts payable pursuant accrued interest to Section 2.13such date on the amount prepaid. Subject to Section 2.2(e), partial Partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) 1,000,000 or a whole multiple of $100,000 or C$100,000 (as the case may be) 500,000 in excess thereof (orand may only be made, if lessafter giving effect thereto, the aggregate outstanding principal amount of the Revolving Credit Loans)Section 2.13(c) shall not have been contravened.
(b) (i) If, as at any time, either (A) the Asset Coverage Ratio of 10:00 A.M. Toronto time on the last Business Day Borrower shall be less than the Minimum Permitted Ratio, or (B) the aggregate amount of any calendar monthall Indebtedness of the Borrower (including, without limitation, the sum 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 Indebtedness (which may or may not include repayment of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in any order designated by the Borrowers, or if not so designated, first made to the Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated LoansBorrower) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so that, after giving effect necessary to such prepayments, terminations or replacements, ensure that the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then Borrower is in effect. Each prepayment pursuant to this paragraph shall be made in accordance compliance 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 calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph5.10.
Appears in 1 contract
Sources: Credit Agreement (Kayne Anderson MLP Investment CO)