Common use of Asset Disposition Payments Clause in Contracts

Asset Disposition Payments. If the Company receives Net Cash Proceeds in excess of $5,000,000 in respect of a transaction referred to in Section 10.6(b) in respect of the Kinzua Facilities Agreement, within ten (10) Business Days after receipt thereof, the Company shall make an offer to all holders of the Notes, and, any other Secured Pari Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment upon the receipt of all such Net Cash Proceeds, to prepay a portion of the Notes and such other Secured Pari Indebtedness that may be prepaid out of such Net Cash Proceeds, at a price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to but not including the applicable Purchase Date. The amount of the Notes subject to an Offer to Prepay pursuant to this Section 8.5(a)(ii) shall be equal to the product of (A) a fraction, (1) the numerator of which shall be the aggregate outstanding principal amount of the Notes and (2) the denominator of which shall be the aggregate outstanding principal amount of all Secured Pari Indebtedness that require or have accepted an offer of such a prepayment and (B) the amount of Net Cash Proceeds. To the extent that the aggregate amount of Notes and any other Secured Pari Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment upon the receipt of such Net Cash Proceeds tendered pursuant to an Offer to Prepay is less than the amount of such Net Cash Proceeds, the Company may use any remaining Net Cash Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.5(a)(ii).

Asset Disposition Payments. If the Company receives Obligors collectively receive Net Cash Proceeds in excess of $5,000,000 35,000,000 in respect the aggregate from one or more Permitted Asset Sales or any other Disposition of a transaction referred to assets as expressly permitted under this Agreement (other than Required Sales, Terminated PPA Sales or sales or transfers described in clauses (ii), (v) or (vi) of Section 10.6(b10.2(a) and Dispositions described in respect clauses (ii) through (v), clause (ix) and clause (xi) through (xiii) of the Kinzua Facilities AgreementSection 10.2(b)), then, within ten (10) 15 Business Days after receipt thereofof such excess Net Cash Proceeds, the Company shall make an offer to all holders of the Notes, and, Senior Notes and all holders of any other Permitted Senior Secured Pari Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment upon the receipt of all such Net Cash Proceeds, Proceeds to prepay a portion the maximum aggregate principal amount of the Senior Notes and such other Permitted Senior Secured Pari Indebtedness that may be prepaid out of such excess Net Cash Proceeds, Proceeds at a price in cash equal to 100.0100% of the such CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 minimum principal amount thereof plus accrued and unpaid interest, if any, to but not including the Applicable Prepayment Date; provided that such Net Cash Proceeds (or the applicable Purchase Date. The amount of the Notes subject to an Offer to Prepay pursuant to this Section 8.5(a)(ii) shall be equal to the product of (A) a fraction, (1) the numerator of which shall be the aggregate outstanding principal amount of the Notes and (2) the denominator of which shall be the aggregate outstanding principal amount of all Secured Pari Indebtedness that require or have accepted an offer portion of such a prepayment and (B) the amount of Net Cash Proceeds. To the extent that ) up to $150,000,000 in the aggregate amount shall be excluded from the requirements of Notes and this Section 8.2(b) if (i) (x) in good faith the Company intends to reinvest (or commits to reinvest) all or any other Secured Pari Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment upon the receipt portion of such Net Cash Proceeds tendered in assets useful for its business (and the business of its Subsidiaries, including the Projects), as determined in the Company’s sole discretion, within 365 days following receipt of the applicable proceeds by the Company or any Subsidiary thereof (for the avoidance of doubt, any mandatory offer to prepay the Senior Notes required pursuant to an Offer this Section 8.2(b) shall be made from the Net Cash Proceeds thereof), and the Company so reinvests such Net Cash Proceeds within such period or (y) if the Company enters into a legally binding commitment to Prepay reinvest such Net Cash Proceeds within 365 days following receipt thereof, and the Company so reinvests such Net Cash Proceeds within 180 days following such 365 day period, in each case, in accordance with the Depositary Agreement and (ii) the Rating Condition is less than satisfied at the amount time of such reinvestment to the extent that the Net Cash Proceeds to be reinvested exceed $25,000,000 for any individual Disposition or $60,000,000 in the aggregate for all Dispositions. If, following its commitment to reinvest all or any portion of such Net Cash ProceedsProceeds in assets useful to its business, the Company may use is unable to do so, it will comply with this Section 8.2(b) in respect of any remaining Net Cash Proceeds for general corporate purposessuch uninvested proceeds within 15 Business Days after the end of the 365 day or 180 day period described in clause (y) above, subject to other covenants contained in this Agreementas applicable. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.5(a)(ii8.2(b); provided, however, that once the Company has prepaid a principal amount of the Senior Notes with Net Cash Proceeds pursuant to this Section 8.2(b) in excess of $150,000,000 in the aggregate, any prepayment by the Company required pursuant to this Section 8.2(b) shall include the Make-Whole Amount determined for the Applicable Prepayment Date with respect to the applicable principal amount.

Asset Disposition Payments. If Without limiting Section 5.10(b), if the Company Borrower receives Net Cash Proceeds net available proceeds in respect of any conveyance, sale, lease, transfer or other disposition by a Subsidiary of any asset (other than any disposition in accordance with Section 5.10(c)(i), (ii), (iv), (v) or (vi)) and the net available proceeds received by or on behalf of the Borrower during a fiscal year from such dispositions exceed in the aggregate $500,000, then, within five (5) Banking Days after receipt of the net available proceeds of the current disposition giving rise to net available proceeds in excess of $5,000,000 in respect of a transaction referred to in Section 10.6(b) in respect such threshold and of the Kinzua Facilities Agreementnet available proceeds of each such disposition thereafter in such fiscal year (such excess net available proceeds, within ten (10) Business Days after receipt thereof“Excess Proceeds”), the Company shall make an offer to all holders Borrower prepay the maximum aggregate principal amount of the Notes, and, any other Secured Pari Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment upon the receipt of all such Net Cash Proceeds, to prepay a portion of the Notes and such other Secured Pari Indebtedness Loans that may be prepaid out of such Net Cash Proceeds, Excess Proceeds at a price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to but not including the applicable Purchase Date. The amount of the Notes subject to an Offer to Prepay pursuant to this Section 8.5(a)(ii) shall be equal to the product of (A) a fraction, (1) the numerator of which shall be the aggregate outstanding principal amount of the Notes and (2) the denominator of which shall be the aggregate outstanding principal amount of all Secured Pari Indebtedness that require or have accepted an offer of such a prepayment and (B) the amount of Net Cash Proceeds. To the extent that the aggregate amount of Notes and any other Secured Pari Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment upon the receipt of such Net Cash Proceeds tendered pursuant to an Offer to Prepay is less than the amount of such Net Cash Proceeds, the Company may use any remaining Net Cash Proceeds for general corporate purposes, subject to other covenants contained in this Agreementdate. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.5(a)(ii2.4(h)(iv)(A)b). For the avoidance of doubt, “Excess Proceeds” shall not include any amounts that any Borrower Entity or Project Company is required to use to restore, replace or otherwise apply to any Project pursuant to the terms and conditions of any Material Project Document or the Yaphank Project Holdco LLC Agreement. Notwithstanding the foregoing, in the case of any Project Disposition (as defined in Section 5.10), the Borrower shall make an aggregate prepayment to all Lenders in an amount equal to the Stipulated Value for the applicable Project and any excess proceeds received by Borrower in connection with such Project Disposition in excess of such Stipulated Value may be retained by Borrower.