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
Required Prepayments 15 Section 8.2. Optional Prepayments with Make-Whole Amount....................................16 Section 8.3.
Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d).
Mandatory Prepayments of Loans (a) If the Agent notifies the Borrower at any time that the Total Revolving Usage at such time exceeds the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) If the Borrower or any Subsidiary receives any Net Cash Proceeds from any of the following events, the Borrower shall, for so long as any Term Loans are outstanding, apply such Net Cash Proceeds at the following times and in the order of application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition pursuant to Section 8.02(j) or Recovery Event (in each case excluding, for the avoidance of doubt, amounts reinvested or to be reinvested as contemplated by the definition of “Net Cash Proceeds”), the Borrower shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. (ii) Within five Business Days following the receipt of any Net Cash Proceeds from (x) the issuance of any Indebtedness (other than Indebtedness permitted by Section 8.05 (other than Permitted Credit Agreement Refinancing Debt)) or (y) any increase in the Outstanding Securitization Amount above the highest Outstanding Securitization Amount, if any, previously in effect, the Borrower shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. (c) Within 10 days of the date financial statements and the related compliance certificate have been delivered pursuant to Section 7.01(a), commencing with the financial statements and related compliance certificate relating to the fiscal year ending December 31, 2019, the Borrower shall prepay Term Loans in an aggregate principal amount equal to: (i) the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements, minus (ii) the aggregate amount of all optional prepayments and repurchases of Loans (including Incremental Facilities, Other Term Loans and Other Revolving Loans secured by the Collateral on a pari passu basis with the Obligations) (in the case of revolving indebtedness, to the extent accompanied by a permanent reduction of the corresponding commitment and limited, in the case of below par repurchases, to the amount actually paid in cash to repurchase such Indebtedness), in each case, (A) made during such fiscal year or following the end of such fiscal year and prior to the date that a prepayment would be due under this Section 2.09(c) (provided, with respect to any such amount following the end of such fiscal year, such amount is not included in any subsequent calculation pursuant to this clause (c)), (B) to the extent not financed with the proceeds of long-term indebtedness (other than revolving indebtedness) and (C) to the extent not otherwise deducted in the calculation of Excess Cash Flow; provided, no payment shall be required if such amount is equal to or less than $10,000,000. (d) Except to the extent any Incremental Amendment or Extension Amendment provides that the Term Loans established thereby shall receive a lesser amount from any prepayment pursuant to clauses (b) or (c) above, each prepayment pursuant to clauses (b) and (c) above shall be applied ratably to the Term Loan(s) of each Class in proportion to the original principal amounts thereof, and shall be applied, without premium or penalty, but subject to Section 4.04, to the scheduled installments of principal of the applicable Term Loans in the direct order of maturity or as the Borrower may otherwise direct. Notwithstanding the foregoing, if, at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Indebtedness secured by the Collateral on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with all or a portion of the applicable Net Cash Proceeds or Excess Cash Flow (such Indebtedness required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds or Excess Cash Flow, as the case may be, on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.09 shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of Net Cash Proceeds or Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof). (e) So long as any Term Loans remain outstanding, any Term Lender may elect to decline the entire portion of the prepayment of its Term Loans pursuant to clauses (b) or (c) of this Section 2.09 by delivering written notice of such election to the Agent within three days of such prepayment being due. The aggregate amount of the prepayment that would have been applied to prepay such Term Loans but were so declined shall be returned to the Borrower as promptly as practicable.