This excerpt taken from the NDAQ 10-Q filed Nov 9, 2007.
The Credit Facilities may be prepaid at any time in whole or in part without premium or penalty, except that any prepayment of LIBOR advances
other than at the end of the applicable interest periods therefor shall be made with reimbursement for any funding losses and redeployment costs of the Lenders resulting therefrom. Each such prepayment of the Term Loan Facilities shall be applied
ratably to the principal repayment installments of the Term Loan Facilities on a pro rata basis. The unutilized portion of any commitment under the Credit Facilities may be reduced or terminated by the Borrower at any time without penalty.
The Borrower and each of the Guarantors shall grant to the Administrative Agent (for its benefit and for the benefit of the Lenders) valid and
perfected first priority (subject to certain customary exceptions to be set forth in the loan documentation) liens and security interests in all of the following (collectively, the Collateral):
all present and future shares of capital stock of (or other ownership or profit interests in) each of its present and future subsidiaries (limited, in the case of each foreign
subsidiary, to 65% of the voting stock of each such entity); provided that interests in certain joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third-parties will not be required to
all present and future intercompany debt of the Borrower and each other Guarantor;
all of the present and future property and assets, real and personal, of the Borrower and each Guarantor, including, but not limited to, equipment, inventory, accounts receivable,
certain owned real estate, deposit and bank accounts, investment property, license rights, patents, trademarks, trade names, copyrights, other intellectual property and other general intangibles, insurance proceeds and instruments;
all proceeds and products of the property and assets described in clauses (a), (b) and (c) above.
Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) fee owned real properties with a value of less than
an amount to be agreed (with any required mortgages being permitted to be delivered post-closing) and all leasehold interests, (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights and commercial tort
claims, (iii) pledges and security interests prohibited by law or prohibited by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law, (iv) assets specifically requiring perfection through control
agreements, (v) assets as to which granting or perfecting such security interest would violate any applicable law, regulatory requirement or contract, and (vi) those assets as to which the Agent and the Borrower reasonably determine that
the costs of obtaining a security interest in such assets are excessive in relation to the benefits to the Lenders of the security afforded thereby.
The Collateral shall ratably secure the relevant partys obligations in respect of the Credit Facilities, any interest rate swap or other
hedging arrangement, treasury management agreement or similar agreement with a Lender or an affiliate of a Lender.
Notwithstanding anything to the contrary set forth herein, the proceeds from any disposition of Collateral during the existence of an event of
default or in connection with a dissolution, liquidation or other similar proceeding shall be applied to repay (and/or cash collateralize) the Revolving Credit Facility and Letters of Credit (and any interest rate swap or other hedging arrangement,
treasury management agreement or similar agreement with a Lender or affiliate of a Lender) before such proceeds are applied to repay the Term Loan Facilities.
Initial Conditions Precedent:
The initial borrowing under (i) the OMX Facilities will be subject, in the case of the Tender Offer Acquisition, only to the conditions
precedent set forth in Annex II to the Third Amended and Restated Commitment Letter and delivery of a borrowing notice, and in the case of the Dover Acquisition, only to the conditions precedent set forth in Annex III to the Third Amended and
Restated Commitment Letter and delivery of a borrowing notice and (ii) the PHLX Facility will be subject only to the conditions precedent set forth in Annex IV to the Third Amended and Restated Commitment Letter and delivery of a borrowing
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