Prepayment of the Notes In addition to the payment of the entire unpaid principal amount of the Notes at the final maturity thereof, the Company will make required, and may make optional, prepayments in respect of the Notes as hereinafter provided.
Payment and Prepayment of the Notes Section 8.1 Required Payment Section 8.2 Optional Prepayments with Make-Whole Amount Section 8.3 Change in Control
Prepayments of Loans Other than in respect of Swingline Loans, the repayment of which is governed pursuant to Section 2.02(b), subject to Section 2.12, the Borrower may (i) upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing or (ii) upon at least three (3) Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger integral multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Borrowing.
Prepayments of Other Indebtedness Modifications of Organizational Documents and Other Documents, etc. 95 SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries 96 SECTION 6.13 Business 96 SECTION 6.14 Fiscal Year 96 SECTION 6.15 No Further Negative Pledge 96 SECTION 6.16 Anti-Terrorism Law; Anti-Money Laundering 97 SECTION 6.17 Embargoed Person 97 SECTION 7.01 The Guarantee 98 SECTION 7.02 Obligations Unconditional 98 SECTION 7.03 Reinstatement 99 SECTION 7.04 Subrogation; Subordination 99 SECTION 7.05 Remedies 99 SECTION 7.06 Instrument for the Payment of Money 99 SECTION 7.07 Continuing Guarantee 100 SECTION 7.08 General Limitation on Guarantee Obligations 100 SECTION 7.09 Release of Guarantors 100 SECTION 8.01 Events of Default 100 SECTION 9.01 Application of Proceeds 103 SECTION 10.01 Appointment 103 SECTION 10.02 Agent in Its Individual Capacity 104 SECTION 10.03 Exculpatory Provisions 104 SECTION 10.04 Reliance by Agent 104 SECTION 10.05 Delegation of Duties 104 SECTION 10.06 Successor Agent 105 SECTION 10.07 Non-Reliance on Agent and Other Lenders 105 SECTION 10.08 Name Agents 105 SECTION 10.09 Indemnification 105 SECTION 11.01 Notices 106 SECTION 11.02 Waivers; Amendment 107 SECTION 11.03 Expenses; Indemnity 110 SECTION 11.04 Successors and Assigns 112 SECTION 11.05 Survival of Agreement 114 SECTION 11.06 Counterparts; Integration; Effectiveness 114 SECTION 11.07 Severability 114 SECTION 11.08 Right of Setoff 115 SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of Process 115 SECTION 11.10 Waiver of Jury Trial 115 SECTION 11.11 Headings 116 SECTION 11.12 Confidentiality 116 SECTION 11.13 Interest Rate Limitation 116 SECTION 11.14 Lender Addendum 117 Annex I Amortization Table Schedule 1.01(a) Mortgaged Property Schedule 1.01(b) Refinancing Indebtedness to Be Repaid Schedule 1.01(c) Subsidiary Guarantors Schedule 1.01(d) Selected Quarterly Adjusted EBITDA Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.05(a) Properties Schedule 3.05(b) Real Property Schedule 3.06(a) Intellectual Property Schedule 3.06(c) Intellectual Property: Violations or Proceedings Schedule 3.07(a) Subsidiaries Schedule 3.07(c) Corporate Organizational Chart Schedule 3.08 Litigation; compliance with Laws Schedule 3.18 Environmental Matters Schedule 3.19 Insurance Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local Counsel Schedule 4.01(n)(vi) Landlord Access Agreements Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J-1 Form of Mortgage Exhibit J-2 Form of Leasehold Mortgage Exhibit K-1 Form of Term Note Exhibit K-2 Form of Revolving Note Exhibit K-3 Form of Swingline Note Exhibit L Form of Perfection Certificate Exhibit M Form of Security Agreement Exhibit N-1 Form of Opinion of Company Counsel Exhibit N-2 Form of Opinion of Local Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate This CREDIT AGREEMENT (this “Agreement”) dated as of May 27, 2004, among LEINER MERGER CORPORATION, a Delaware corporation (“Mergeco” or, prior to the Merger (as defined below), the “Borrower”), L▇▇▇▇▇ HEALTH PRODUCTS INC., a Delaware corporation (“LHPI” or, following the Merger, the “Borrower”), the Guarantor, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and M▇▇▇▇▇ S▇▇▇▇▇▇ SENIOR FUNDING, INC., as joint lead arrangers and joint book-runners (in such capacity, each an “Arranger”) M▇▇▇▇▇ S▇▇▇▇▇▇ SENIOR FUNDING, INC., as syndication agent (in such capacity, “Syndication Agent”), CREDIT SUISSE FIRST BOSTON, as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.
Prepayments of Indebtedness Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred and is continuing, voluntary prepayments, redemptions, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the subordination terms of any Subordinated Indebtedness) (i) in an amount less than $6,000,000 in the aggregate during the Availability Period as long as the Availability Condition is satisfied, or (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtedness.