Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 3 contracts
Sources: Loan Agreement (Retail Value Inc.), Loan Agreement (Retail Value Inc.), Loan Agreement (DDR Corp)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events:
(Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.;
(ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower or any Senior Mezzanine Borrower (or any Senior Mezzanine Borrower’s interest any other Senior Mezzanine Borrower or Mortgage Borrower) is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violate this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.;
(iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or
(including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if the Loan (Mortgage), First Mezzanine Loan, or Second Mezzanine Loan is repaid in an interest bearingfull or refinanced.
(b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) and such Senior Mezzanine Loan pursuant to the terms of the Loan Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.
Appears in 2 contracts
Sources: Mezzanine Loan and Security Agreement (Toys R Us Inc), Mezzanine Loan and Security Agreement (Toys R Us Inc)
Mandatory Prepayment. (ia) On each Except as otherwise provided in Section 2.12(a), the Lessor Notes shall be prepaid by the Owner Trust in whole, together with accrued interest thereon to the date on which Lender actually receives a distribution of Net Proceeds relating prepayment, Make-Whole Premium (but only if, pursuant to an Individual Continental PropertySection 2.11(c), and if Lender the payment of Make-Whole Premium is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender be made in connection with such prepayment prepayment), and all other amounts then payable hereunder, under the Lessor Notes and under the other Operative Documents to the extent Holders in immediately available funds in Dollars at the place and by the time and otherwise in the manner provided in Section 2.6, on the earliest of:
(i) if the Facility Lease is terminated pursuant to Section 13.1 or 13.2 thereof, on the applicable Termination Date; or
(ii) if the Facility Lease is terminated pursuant to Section 14.1 thereof, on the applicable Obsolescence Termination Date; or
(iii) if the Facility Lease is terminated pursuant to Section 10.2(a) thereof, on the applicable Termination Date provided in Section 10.2(a) of the Facility Lease; or
(iv) if the obligations represented by the Lessor Notes shall have been refinanced in whole but not in part pursuant to Section 14.2 of the Participation Agreement, on the date of such amounts are not paid refinancing.
(b) Unless the Facility Lease or the Participation Agreement requires the Facility Lessee to Lender in accordance with Article 7 hereof (collectivelygive notice to the Lease Indenture Trustee of the event giving rise to a mandatory prepayment, the “Mortgage Mandatory Prepayment Amount”)Owner Trust shall give a notice of prepayment (subject to revocation as provided below) under this Section 2.11 to the Lease Indenture Trustee (and the Lease Indenture Trustee shall thereupon promptly deliver such notice to each Holder) in the manner specified in Section 7.6 promptly after the Owner Trust shall have received written notice from the Facility Lessee of any event giving rise to a mandatory prepayment pursuant to Section 2.11(a) hereof. Except during the continuance Any such notice of an Event prepayment shall specify (i) that it is a notice of Default, any Net Proceeds to be applied prepayment given pursuant to this Section 2.7(c2.11, (ii) the date fixed for such prepayment, (iii) the clause of Section 2.11(a) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as under which such term prepayment is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documentsmade, and (IIIiv) lastlythe amount of and interest on each Lessor Note to be prepaid pursuant to Section 2.11(a) and the amount of the Make-Whole Premiums, if any. Any such notice given under this Section 2.11 by the Owner Trust may be withdrawn to Borrowerthe same extent as the corresponding notice under the Facility Lease or the Participation Agreement, as the case may be.
(iic) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Make-Whole Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due payable in connection with any mandatory prepayment made of the Lessor Notes pursuant to this Section 2.7(c2.11 if (i) such mandatory prepayment is required as a result of a termination of the Facility Lease pursuant to Section 14.1(a)(ii), (including, without limitation, b) or (c) thereof or (ii) the obligations evidenced by the Lessor Notes shall have been refinanced pursuant to Section 14.2 of the Participation Agreement. Make-Whole Premium shall not be payable in connection with any REMIC Payment). Any mandatory prepayment received by Lender of the Lessor Notes pursuant to this Section 2.7(c2.11 if such mandatory prepayment is required as a result of a termination of the Facility Lease pursuant to Section 10.2(a), 13.1, 13.2 or 14.1(a)(i) on a date other than a Monthly Payment Date shall thereof.
(d) Except as otherwise expressly provided in this Indenture, the Lessor Notes may not be held by Lender as collateral security for the Loan prepaid in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountwhole or in part.
Appears in 2 contracts
Sources: Indenture of Trust, Mortgage and Security Agreement (Edison Mission Energy), Indenture of Trust, Mortgage and Security Agreement (Edison Mission Energy)
Mandatory Prepayment. The Series 2020A Certificates with a stated maturity date of December 1, 20 (ithe “Series 2020A Term Certificates”) On each date on which Lender actually receives a distribution of Net Proceeds relating will be subject to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal mandatory prepayment pursuant to the aggregate mandatory prepayment requirements of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory at a Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount Price equal to 100% of such Net Proceeds the Principal Portion of Basic Rent represented by the Series 2020A Term Certificates being prepaid plus the Interest Portion of Basic Rent accrued to the Prepayment Date, as follows: S eries 2020A Term Certificates Maturing on December 1, 20 P rincipal Amount 20 † † Stated Maturity The Series 2020B Certificates with a stated maturity date of December 1, 20 (but specifically excluding the Casualty Proceeds “Series 2020B Term Certificates” and any other proceeds on account together with the Series 2020A Term Certificates, the “Term Certificates”) will be subject to mandatory prepayment pursuant to the mandatory prepayment requirements of this Section at a Prepayment Price equal to 100% of the Prior Hurricane Damage)Principal Portion of Basic Rent represented by the Series 2020B Term Certificates being prepaid plus the Interest Portion of Basic Rent accrued to the Prepayment Date, as follows: S eries 2020B Term Certificates Maturing on December 1, 20 P rincipal Amount 20 † † Stated Maturity At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the City may: (1) deliver to the Trustee for cancellation Term Certificates in any aggregate principal amount desired, (2) furnish the Trustee funds, together with appropriate and specific purchase instructions, for the applicable Interest Shortfall and Breakage Costs and purpose of purchasing any of said Term Certificates from any Owner thereof, whereupon the actual reasonable costs of Lender in connection Trustee shall expend such funds for such purpose to such extent as may be practical, or (3) receive a credit with such prepayment respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make mandatory prepayment obligation of the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Trustee pursuant to this Section 2.7(c) Indenture for any Term Certificates which prior to such date have been prepaid (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than through the operation of the requirements herein) and cancelled by the Trustee and not theretofore applied as a Monthly Payment Date credit against any prepayment obligation pursuant herein. Each Term Certificate so delivered or previously purchased or prepaid shall be held by Lender as collateral security for credited at 100% of the Loan in an interest bearing, Eligible Account at an Eligible Institution, with principal amount thereof on the obligation of the Trustee to prepay Term Certificates of the same series and payment date on such interest accruing to the benefit of Borrowerprepayment date, and any excess of such amount shall be applied credited on future mandatory prepayment obligations for Term Certificates of the same series and payment date in chronological order, and the principal amount of Certificates of the same series and payment date to be prepaid by Lender operation of the requirements herein shall be accordingly reduced. If the District intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above, the District will, on or before the 45th day next Monthly Payment Datepreceding each mandatory prepayment date, with any interest on such funds furnish the Trustee a certificate signed by an Authorized District Representative indicating to what extent the provisions of said clauses (I) to the extent that no Trigger Period and no Event of Default then exists1), paid to Borrower (2), and (II3) are to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountbe complied with in respect to such mandatory prepayment.
Appears in 2 contracts
Sources: Fourth Supplemental Lease Purchase Agreement, Fourth Supplemental Lease Purchase Agreement
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events:
(Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.;
(ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violate this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.;
(iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or
(including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if either the Loan (Mortgage or First Mezzanine Loan) is repaid in an interest bearingfull or refinanced.
(b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) and such Senior Mezzanine Loan pursuant to the terms of the Loan Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.
Appears in 2 contracts
Sources: Mezzanine Loan and Security Agreement (Toys R Us Inc), Mezzanine Loan and Security Agreement (Toys R Us Inc)
Mandatory Prepayment. (i) On each date on 6.4.1 In the event that a refinancing takes place of one or more of the Vessels, as a result of which Lender actually receives the Lenders are requested to approve further exceptions to the terms of the Negative Pledges, a distribution mandatory prepayment shall, be made of Net Proceeds the Attributable Amount relating to an Individual Continental Propertythat Vessel, provided and if Lender is not required to and does not the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make such Net Proceeds available loans or otherwise make distributions to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such Attributable Amount.
6.4.2 In the aggregate event of a sale or disposal of a Vessel (Aor of the shares in a Vessel Owner owning a Vessel) or the Net Proceeds up Agent having received not less than 5 Business Days’ notice from the Borrower requesting that the Assignment relating to an amount equal a Vessel, be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made of the Attributable Amount applicable to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall that Vessel provided and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid applicable mandatory law permits the relevant Vessel Owner to Lender in accordance with Article 7 hereof (collectivelypay dividends, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, make laws or otherwise make distributions to the Mezzanine Lender, Borrower in an amount equal to such Attributable Amount. Such prepayment shall be made on the Mezzanine Mandatory Prepayment Amount (as date of a sale or disposal of such term is defined Vessel and in the Mezzanine Loan Documents)case of a Released Vessel on the date proposed by the Borrower for release and discharge of the Assignment relating to that Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period.
6.4.3 In the event that any Vessel becomes a Total Loss, on the earlier to be applied in accordance with occur of (a) the Mezzanine Loan Documents, date of receipt of the proceeds of the Total Loss and (IIIb) lastly, to Borrower.
the date falling one hundred and eighty (ii180) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding days after the Casualty Proceeds and any other proceeds on account occurrence of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Total Loss, in each case, in accordance with the applicable terms and conditions hereof, Borrower a mandatory prepayment shall, at Lender’s optionbe made of the Attributable Amount in respect of such Vessel, prepay provided and to the Debt extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower in an amount equal to 100% such Attributable Amount. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such Net Proceeds prepayment if the date of such prepayment is not the final day of an Interest Period.
6.4.4 In the event that
(but specifically excluding i) the Casualty Proceeds and Charter on any other proceeds on account of the Prior Hurricane Damage)Vessels (other than “MAERSK MAGELLAN” or “MAERSK METHANE”) is cancelled prior to its expiry date; and
(ii) within one hundred and twenty days of such cancellation, the relevant Vessel Owner has not entered into a replacement charter for such Vessel with an Approved Charterer on terms reasonably acceptable to the Majority Lenders, a mandatory prepayment shall, subject to applicable mandatory law, be made of the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with the applicable Interest Shortfall and Breakage any Break Costs and the actual reasonable costs in respect of Lender in connection with such prepayment to if the extent date of such amounts are prepayment is not paid to Lender the final day of an Interest Period.
6.4.5 Simultaneously with each prepayment in accordance with Article 7 hereofClause 6.4.1, Clause 6.4.2, Clause 6.4.3 or Clause 6.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount remain in accordance with their respective Proportionate Shares.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Teekay LNG Partners L.P.)
Mandatory Prepayment. (i) On each date on which Lender Administrative Agent actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyProceeds, and if Lender is not required to and Administrative Agent does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at LenderAdministrative Agent’s option, prepay the Debt in an amount equal to the aggregate one hundred percent (100%) of (A) the such Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the together with any applicable Interest Shortfall and any Breakage Costs and (C) the actual reasonable costs of Lender in connection with Costs. If such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyoccurs after a Securitization, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender Administrative Agent pursuant to this Section 2.7(c2.7(b) on a date other than a Monthly Payment Date shall be held by Lender Administrative Agent as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender Administrative Agent on the next Monthly Payment Date, with any interest on such funds (I) paid to the extent that no Trigger Period and Borrower on such date provided no Event of Default then exists. Upon payment in full of the Debt, Lender shall disburse all Net Liquidation Proceeds After Debt Service to (a) first, in the event the Mezzanine A Loan is outstanding, Mezzanine A Lender; (b) second, in the event the Mezzanine A Loan has been paid to Borrower in full and the Mezzanine B Loan is outstanding, Mezzanine B Lender; and (IIc) to then, in the extent no Event of Default then existsevent the Mezzanine B Loan has been paid in full, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.
Appears in 2 contracts
Sources: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.
(b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)applicable Banks, together with an amount necessary to cause the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio to be in compliance within ninety (90) days of the actual reasonable costs of Lender in connection with such prepayment date on which the Unsecured Debt Ratio failed to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderbe maintained. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by Lender on the next Monthly Payment DateBorrower; provided, with any interest on however, that if Borrower fails to give such funds (I) direction, such prepayments shall first be applied to the extent that no Trigger Period Revolving Credit Facility, and no then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be an Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
Appears in 2 contracts
Sources: Credit Agreement (Kilroy Realty, L.P.), Credit Agreement (Kilroy Realty, L.P.)
Mandatory Prepayment. remarketing of Ship
7.7.1 During the Remarketing Period:
(i) On each date on which Lender actually receives a distribution following exercise by the Charterer of Net Proceeds relating the R▇▇▇▇ Rejection Termination Right, the Borrower shall apply the Additional Equity Debt Service Provision from time to an Individual Continental Propertytime to meet its payment obligations under this Agreement and under the Swap Contracts; or
(ii) following the exercise by the Charterer of the No-fault Termination Right, the Borrower shall apply the Debt Service Reserve from time to time to meet its payment obligations under this Agreement and if Lender is not required to and does under the Swap Contracts; and
(b) the Borrower shall not make such Net Proceeds any payments, prepayments or repayments in respect of a Shareholder Loan, but interest on a Shareholder Loan may be capitalised.
7.7.2 If a Replacement Charter is entered into during the Remarketing Period:
(a) the Lenders shall continue to make the Loans then outstanding available to the Borrower (subject to any amendment of the Finance Documents which may have been a condition to the Lenders’ approval of the Replacement Charter);
(b) in the case of the No-Fault Termination Remarketing Period, the Debt Service Reserve shall be adjusted to reflect the reduced debt service requirement resulting from the prepayment pursuant to Clause 7.6.2; and
(c) the Lenders will consider in good faith (taking into account the terms and nature of the Replacement Charter) any request by the Borrower for Restoration additional finance for the Ship (without incurring an obligation to pay any fees for the arrangement of such finance) in an amount of up to the aggregate of the amounts prepaid under Clause 7.6.2 or for disbursement as Rent Loss Proceeds Clause 7.6.3 (as applicable).
7.7.3 If a Replacement Charter has not been entered into by the end of the Remarketing Period, the Borrower shall prepay the Loans in each case, in accordance with full.
7.7.4 If any part of the applicable terms and conditions hereof, Additional Equity Debt Service Provision is not utilised by the Borrower shallpursuant to Clause 7.7.1 (a)(i), at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess end of the Mortgage Mandatory Prepayment Amount R▇▇▇▇ Rejection Remarketing Period in circumstances where no Replacement Charter has been entered into, such amount shall be applied in pro tanto satisfaction of the Borrower’s obligation under Clause 7.7.3.
7.7.5 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the R▇▇▇▇ Rejection Remarketing Period in circumstances where a Replacement Charter has been entered into, such amount (or part thereof) as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), opinion of the Lenders (acting reasonably) is necessary to reduce the Loans to ensure debt service by the charter hire payable under the Replacement Charter shall be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account prepayment of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Loans pro rata against the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofoutstanding repayment instalments.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 2 contracts
Sources: Facility Agreement (Hoegh LNG Partners LP), Facility Agreement (Hoegh LNG Partners LP)
Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.
(b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Kilroy Realty Corp), Revolving Credit Agreement (Kilroy Realty Corp)
Mandatory Prepayment. (a) If as of the last day of any calendar quarter the Borrowers LTV Ratio exceeds the Permitted LTV Ratio, but the Borrowers LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) On each ▇▇▇▇ or ▇▇▇▇ ▇▇ shall add additional Real Property Assets to the Unencumbered Asset Pool Properties within 90 days of the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casethe Borrowers LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the applicable terms provisions of Section 3.3, or (ii) the Borrowers and/or CarrAmerica LP shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the Borrowers LTV Ratio exceeded the Permitted LTV Ratio, an amount such that the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. In the event that the Borrowers LTV Ratio exceeds the Permitted LTV Ratio and conditions is greater than or equal to 52.5%, then the Borrowers and/or CarrAmerica LP shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the date of any New Acquisition when the Permitted LTV Ratio is exceeded, pay to the Lead Agent, for the account of the Banks, an amount such that the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. Failure by the Borrowers to comply with the Borrowers LTV Ratio within 90 days or 25 Domestic Business Days, as the case may be, of the date of such non-compliance shall be an Event of Default.
(b) In the event that an Unencumbered Asset Pool Property is sold or released from the restrictions of Section 5.14 hereof, in accordance with this Agreement, the applicable Borrower shall, at Lender’s optionshall simultaneously with such sale or release, prepay to the Debt in Lead Agent, for the account of the Banks, an amount equal to the aggregate amount required such that the Tranche A Loans or Tranche B Loans, as applicable, remain in compliance with the Permitted LTV Ratio after such sale or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of (A) the Net Proceeds up to an amount equal Internal Revenue Code will not be subject to the Minimum Release Price for such Individual Continental Propertyprovisions of this Section 2.10(b) provided that the exchanged property has qualified as a New Acquisition and any "boot" associated therewith shall be applied to prepayment of the Tranche A Loans or Tranche B Loans, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs as applicable. Sale of Lender a property in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance violation of this Section 2.10 shall constitute an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c.
(c) hereof in excess In the event that the Unencumbered Asset Pool Properties Minimum Debt Service Coverage is not maintained as of the Mortgage Mandatory Prepayment Amount shall be applied as follows: last day of a calendar quarter, either (Ii) first, the Borrowers will add a New Acquisition or a Real Property Asset to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Mezzanine Loan DocumentsUnencumbered Asset Pool Properties Minimum Debt Service Coverage shall be recalculated to include such New Acquisition or Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period, and with appropriate pro forma adjustments to Unencumbered Asset Pool Net Operating Cash Flow) would result in compliance with the Unencumbered Asset Pool Properties Minimum Debt Service Coverage or (IIIii) lastlythe Borrowers and/or CarrAmerica LP shall prepay to the Lead Agent, for the account of the Banks, an amount necessary to Borrowercause the Unencumbered Asset Pool Properties Minimum Debt Service Coverage to be in compliance. Failure by the Borrowers and/or CarrAmerica LP to comply with the Unencumbered Asset Pool Properties Minimum Debt Service Coverage within 90 days of the date of such non-compliance shall be an Event of Default.
(iid) On each date on which Lender actually receives a distribution If as of Net Proceeds relating to an Individual Puerto Rico Propertythe last day of any calendar quarter the ▇▇▇▇ LTV Ratio exceeds 50%, but the ▇▇▇▇ LTV Ratio is not greater than 52.5%, and if Lender provided that no Event of Default has occurred and is not required continuing, either (i) ▇▇▇▇ shall add additional Real Property Assets to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account ▇▇▇▇ Unencumbered Asset Pool Properties within 90 days of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casedate the ▇▇▇▇ LTV Ratio exceeded 50%, in accordance with the applicable terms and conditions hereofprovisions of Section 3.3, Borrower shallor (ii) ▇▇▇▇ shall pay to the Lead Agent, at Lender’s option, prepay for the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)Banks, together within 90 days of the date the ▇▇▇▇ LTV Ratio exceeded 50%, an amount such that the Tranche A Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ LTV Ratio to be greater than 50%. In the event that the ▇▇▇▇ LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then ▇▇▇▇ shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the date of any New Acquisition when the ▇▇▇▇ LTV Ratio is greater than 50%, pay to the Lead Agent, for the account of the Banks, an amount such that the Tranche A Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ LTV Ratio to be greater than 50%. Failure by ▇▇▇▇ to comply with the applicable Interest Shortfall and Breakage Costs and ▇▇▇▇ LTV Ratio within 90 days or 25 Domestic Business Days, as the actual reasonable costs case may be, of Lender in connection with the date of such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofnon-compliance shall be an Event of Default.
(iiie) Borrower shall make If as of the REMIC Payment as and to last day of any calendar quarter the extent required hereunder. No Prepayment Premium or penalty (including▇▇▇▇ ▇▇ LTV Ratio exceeds 50%, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other but the ▇▇▇▇ ▇▇ LTV Ratio is not greater than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower52.5%, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent provided that no Trigger Period and no Event of Default then existshas occurred and is continuing, paid to Borrower and either (IIi) ▇▇▇▇ ▇▇ shall add additional Real Property Assets to the extent no ▇▇▇▇ ▇▇ Unencumbered Asset Pool Properties within 90 days of the date the ▇▇▇▇ ▇▇ LTV Ratio exceeded 50%, in accordance with the provisions of Section 3.3, or (ii) ▇▇▇▇ ▇▇ shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the ▇▇▇▇ ▇▇ LTV Ratio exceeded 50%, an amount such that the Tranche B Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ ▇▇ LTV Ratio to be greater than 50%. In the event that the ▇▇▇▇ ▇▇ LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then ▇▇▇▇ ▇▇ shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the date of any New Acquisition when the ▇▇▇▇ ▇▇ LTV Ratio is greater than 50%, pay to the Lead Agent, for the account of the Banks, an amount such that the Tranche B Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ ▇▇ LTV Ratio to be greater than 50%. Failure by ▇▇▇▇ ▇▇ to comply with the ▇▇▇▇ ▇▇ LTV Ratio within 90 days or 25 Domestic Business Days, as the case may be, of the date of such non-compliance shall be an Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Carramerica Realty Corp), Revolving Credit Agreement (Carramerica Realty Corp)
Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.16 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds and any other proceeds on account event of a sale or transfer, or, if less, such amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of a release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment Inter- nal Revenue Code will not be subject to the extent such amounts are provisions of this Section 2.9(a); provided, that (i) the exchanged property has qualified as a New Acquisition, -------- (ii) the exchanged property is not paid subject to Lender any Liens (other than Permitted Liens) and (iii) any "boot" associated therewith shall be applied to prepayment of the Loans. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in accordance with Article 7 hereofviolation of this Section 2.9 shall constitute an Event of Default.
(iiib) If, at any time, the Outstanding Balance shall exceed the Available Facility, then the Borrower shall immediately prepay the Loans in an amount equal to such excess. Notwithstanding the foregoing, if the Outstanding Balance exceeds an amount equal to 55.0% of the Unencumbered Asset Pool Properties Value and no other Event of Default shall have occurred and be continuing, then the Borrower shall, within thirty (30) days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in such excess (whichever is earlier), either (A) cause one (1) or more New Acquisitions having Unencumbered Asset Pool Property Values sufficient to ensure the Borrower's compliance with the requirements of this Agreement to be included as Unencumbered Asset Pool Properties or (B) prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility.
(c) The Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection 2.9 together with interest accrued to the date of the prepayment on the principal amount so prepaid; provided that any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and 2.9 shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no unless an Event of Default exists) as specified by the Borrower or, otherwise, first to any Base Rate Loans then existsoutstanding, paid then to Borrower and (II) any Euro-Dollar Loans with the shortest Interest Periods. In connection with the prepayment of a Euro-Dollar Loan prior to the extent no Event maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Each such prepayment shall be applied to prepay ratably the Loans of Default then exists, but the Banks. Amounts prepaid pursuant to this Section 2.9 may not be reborrowed unless the Borrower shall be in compliance with the covenants set forth in Section 5.8 hereof both before and after giving effect to any such Borrowing.
(d) Any event referred to in Section 2.9 that results in a Trigger Period then exists, deposited into required prepayment of the Cash Management Account.Loans pursuant to this Section 2.9 shall be referred to as a "Mandatory Prepayment Event". --------------------------
Appears in 2 contracts
Sources: Revolving Credit Agreement (Cabot Industrial Properties Lp), Revolving Credit Agreement (Cabot Industrial Trust)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events:
(Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.;
(ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violate this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.;
(iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or
(including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if the Loan (Mortgage) is repaid in an interest bearingfull or refinanced.
(b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) pursuant to the terms of the Loan Documents (Mortgage) (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.
Appears in 2 contracts
Sources: Mezzanine Loan and Security Agreement (Toys R Us Inc), Mezzanine Loan and Security Agreement (Toys R Us Inc)
Mandatory Prepayment. The principal amount outstanding of the Convertible Loan and any accrued but unpaid interest thereon shall be due and payable immediately by the Company on the date which is 90 days after: (a) the earliest to occur of (i) On each the date on which Lender actually receives a distribution the Board of Net Proceeds relating Directors and the shareholders of the Company hold an extraordinary general meeting prior to the Mandatory Prepayment Date which considers but does not authorize the creation of the Preference Shares by adoption of new Articles of Association and all necessary Shareholder resolutions in compliance with the Act and (ii) the Mandatory Prepayment Date, if the Board of Directors and the shareholders of the Company fail to hold an Individual Continental Propertyextraordinary general meeting prior to the Mandatory Prepayment Date to consider authorizing the creation of the Preference Shares by adoption of new Articles of Association and all necessary Shareholder resolutions in compliance with the Act, and (iii) the last day of the Subscription Period if the Preference Shares have not been issued and allotted to the Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance conformance with the applicable terms Act and conditions hereofa Subscription Election has been made by the Lender, Borrower shall, at Lender’s option, prepay and (b) the Debt in an amount equal Lender elects by written notice to the aggregate Company to require immediate repayment of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof Convertible Loan (collectively, the “Mortgage Mandatory Prepayment AmountPrepayment”). Except during In the continuance event that (x) the Board of an Event Directors and the Shareholders of Defaultthe Company Table of Contents shall have authorized the terms and conditions of the Preference Shares in compliance with the Act and (y) offered to issue the Preference Shares to the Lender, then the Lender shall have 120 days from the date of offer of the Preference Shares to it by the Company (the “Subscription Period”) to deliver notice of its election to subscribe for such Preference Shares (the “Subscription Election”) and payment of the subscription price thereof (being a minimum aggregate amount of $2,000,000 and a maximum aggregate amount of $4,000,000 (the “Subscription Price”). Subject in all circumstances to the Lender’s right to convert the Convertible Loan pursuant to Section 2.7, if the Company makes the Preference Shares available to the Lender but the Lender does not subscribe for such Preference Shares within the Subscription Period and for the Subscription Price, then the Company may, from the date immediately following the last day of the Subscription Period to the date ninety days later (such period, the “Accelerated Repayment Period”), at its election (the “Accelerated Repayment Election”) and upon 7 Business Days prior written notice to the Lender, repay the entire principal amount outstanding of the Convertible Loan and any Net Proceeds to accrued but unpaid interest thereon, but no Prepayment Premium shall be applied payable in the event of a repayment pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowersentence.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 2 contracts
Sources: Loan and Investment Agreement, Loan and Investment Agreement (Hemisphere Capital LLC)
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyProceeds, and if Lender is not required obligated to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss otherwise remit such Net Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions to Borrower pursuant to Section 7.4 hereof, Borrower shall, at Lender’s option, shall prepay the Debt or Lender shall apply an amount equal to one hundred percent (100%) of such Net Proceeds as a prepayment of the Debt in an amount equal up to the aggregate of (A) Release Price associated with the Individual Property to which such Net Proceeds up to an amount equal to the Minimum relate together with any applicable Interest Shortfall and any Breakage Costs associated therewith. All Net Proceeds in excess of such Release Price for such Individual Continental Property, (B) and the applicable Interest Shortfall and Breakage Costs associated therewith (if any) shall (i) if an Event of Default has occurred and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to is continuing, be held and applied by Lender in accordance with Article 7 hereof the terms of this Agreement and the other Loan Documents and (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an ii) if no Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall Default has occurred and is continuing be applied as follows: (IA) first, to the Mezzanine Lender, in an amount equal A Loan up to the Mezzanine Mandatory Prepayment Amount A Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as such term is defined in the Mezzanine A Loan DocumentsAgreement) and any Breakage Costs (as defined in the Mezzanine A Loan Agreement) associated therewith), (B) second, to the Mezzanine B Loan up to the Mezzanine B Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as defined in the Mezzanine B Loan Agreement) and any Breakage Costs (as defined in the Mezzanine B Loan Agreement) associated therewith), (C) third, to the Mezzanine C Loan up to the Mezzanine C Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as defined in the Mezzanine C Loan Agreement) and any Breakage Costs (as defined in the Mezzanine C Loan Agreement) associated therewith), and (D) fourth, any remaining Net Proceeds shall be deposited into the Cash Management Account and applied by Lender in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution terms of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) this Agreement. Borrower shall make the REMIC Payment payment pursuant to Section 7.3(b) hereof as and to the extent required hereunder. No Prepayment Premium prepayment premium or penalty (including, without limitation, any Prepayment Premium, Yield Maintenance Premium and/or Default Prepayment Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(d) (including, without limitation, in connection with any REMIC Paymentpayment pursuant to Section 7.3(b) hereof). Any prepayment received by Lender pursuant to this Section 2.7(c2.7(d) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) paid to the extent that no Trigger Period and Borrower on such date provided no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 2 contracts
Sources: Loan Agreement (NorthStar Healthcare Income, Inc.), Loan Agreement (Northstar Realty Finance Corp.)
Mandatory Prepayment. (i) On each date on 6.4.1 In the event that a refinancing takes place of one or more of the Vessels, as a result of which Lender actually receives the Lenders are requested to approve further exceptions to the terms of the Negative Pledges, a distribution mandatory prepayment shall be made of Net Proceeds the Attributable Amount relating to an Individual Continental Propertythat Vessel provided and to the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, and if Lender is not required make loans or otherwise make distributions to and does not make such Net Proceeds available to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such Attributable Amount.
6.4.2 In the aggregate event of a sale or disposal of a Vessel (Aor of the shares in a Vessel Owner owning a Vessel) or the Net Proceeds up Agent having received not less than 5 Business Days’ notice from the Borrower requesting that the Assignment relating to an amount equal a Vessel be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made of the Attributable Amount applicable to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall that Vessel provided and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid applicable mandatory law permits the relevant Vessel Owner to Lender in accordance with Article 7 hereof (collectivelypay dividends, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, make loans or otherwise make distributions to the Mezzanine Lender, Borrower in an amount equal to such Attributable Amount. Such prepayment shall be made on the Mezzanine Mandatory Prepayment Amount (as date of a sale or disposal of such term is defined Vessel and in the Mezzanine Loan Documents)case of a Released Vessel on the date proposed by the Borrower for release and discharge of the Assignment relating to that Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period.
6.4.3 In the event that any Vessel becomes a Total Loss, on the earlier to be applied in accordance with occur of (a) the Mezzanine Loan Documents, date of receipt of the proceeds of the Total Loss and (IIIb) lastly, to Borrower.
the date falling one hundred and eighty (ii180) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding days after the Casualty Proceeds and any other proceeds on account occurrence of the Prior Hurricane Damage) available Total Loss, a mandatory prepayment shall be made of the Attributable Amount in respect of such Vessel provided and to the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% such Attributable Amount. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such Net Proceeds prepayment if the date of such prepayment is not the final day of an Interest Period.
6.4.4 In the event that
(but specifically excluding a) the Casualty Proceeds and Charter on any other proceeds on account of the Prior Hurricane Damage)Vessels (other than “MAERSK MAGELLAN” or “MAERSK METHANE”) is cancelled prior to its expiry date; and
(b) within one hundred and twenty days of such cancellation, the relevant Vessel Owner has not entered into a replacement charter for such Vessel with an Approved Charterer on terms reasonably acceptable to the Majority Lenders, a mandatory prepayment shall, subject to applicable mandatory law, be made of the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with the applicable Interest Shortfall and Breakage any Break Costs and the actual reasonable costs in respect of Lender in connection with such prepayment to if the extent date of such amounts are prepayment is not paid to Lender the final day of an Interest Period.
6.4.5 For the avoidance of doubt, if a mandatory prepayment is triggered under any of Clauses 6.4.1, 6.4.2, 6.4.3 or 6.4.4 and mandatory applicable law prevents payment being effected in the manner therein set forth, the relevant mandatory prepayment is still payable by the Borrower from other sources on the same dates and in the same amounts.
6.4.6 Simultaneously with each prepayment in accordance with Article 7 hereofClause 6.4.1, Clause 6.4.2, Clause 6.4.3, Clause 6.4.4 or Clause 6.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount remain in accordance with their respective Proportionate Shares.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Teekay LNG Partners L.P.)
Mandatory Prepayment. The Borrowers shall make a mandatory prepayment:
(i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, that the “Mortgage Mandatory Prepayment Amount”). Except during Principal Obligations exceeds the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty Available Commitment (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) as a result of an Exclusion Event); or
(including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (Iii) to the extent that such mandatory prepayment is required pursuant to the terms of the Governing Documents or other Constituent Documents of the Credit Parties. Each such prepayment shall be made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clause (i) or (ii) above no Trigger Period longer exist; or (ii) the full and no Event final payment of Default then existsthe Obligations (other than contingent Obligations that have not been asserted), paid the Administrative Agent shall return to Borrower and (IIthe Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) to the extent no Event contrary, in the event a mandatory prepayment has been triggered pursuant to clause (i) or (ii) of Default then existsthis Section 2.1(e), but a Trigger neither the Borrowers nor the Guarantor will not withdraw funds from the Collateral Accounts (with respect to amounts that constitute part of the Collateral), unless, after giving effect to such withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of the Collateral) to satisfy the Borrowers’ or Guarantor’s payment obligation at the end of the Prepayment Period then existswith respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that were deposited into in or credited to the Cash Management AccountCollateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, so long as such amounts being withdrawn by the Borrowers or Guarantor are withdrawn within five (5) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers or Guarantor prior to the date such mandatory prepayment was triggered.
Appears in 2 contracts
Sources: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (New PubCo Renewable Power Inc.)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events:
(Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.;
(ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower or any Senior Mezzanine Borrower is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violates this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.;
(iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or
(including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if the Loan (Mortgage) is repaid in an interest bearingfull or refinanced.
(b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) and such Senior Mezzanine Loan pursuant to the terms of the Loan Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.
Appears in 2 contracts
Sources: Mezzanine Loan and Security Agreement (Toys R Us Inc), Mezzanine Loan and Security Agreement (Toys R Us Inc)
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, The Borrower shall, upon five Business Days' notice from the Agent given at Lender’s optionthe request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Debt Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in an amount equal the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the aggregate foregoing payment of (A) the Net Proceeds up Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to an amount equal pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Minimum Release Price for Agent the Collateral Shortfall Amount at such Individual Continental Propertytime, (B) which funds shall be deposited in the applicable Interest Shortfall and Breakage Costs and (C) Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the actual reasonable costs of Lender in connection with Facility LC Collateral Account, apply such prepayment funds to the extent such payment of the Obligations and any other amounts are not paid as shall from time to Lender time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Facility LC Collateral Account pursuant to this Section 2.7(c) hereof in excess 2.09(b); provided, however, that after all of the Mortgage Mandatory Prepayment Amount Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be applied as follows: (I) first, returned by the Agent to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofwhomever may be legally entitled thereto at such time.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 2 contracts
Sources: Credit Agreement (Dte Energy Co), Five Year Credit Agreement (Dte Energy Co)
Mandatory Prepayment. (i1) On each date on Within three (3) Business Days (or such later time to which the Lender actually receives a distribution may agree in its sole discretion) of the receipt by any Debtor, Borrower or any Subsidiary thereof of the Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Cash Proceeds (as applicable“receipt” to include any receipt, including the initial payment, any subsequent payment (including installments, earnouts or similar payment) and upon release and receipt of any escrow, indemnity or holdback) from any Disposition of any Collateral (the “Prepayment Date”), in each caseBorrower shall prepay, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal or cause to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelybe prepaid, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Cash Proceeds so received from time to time; provided that no such prepayment shall be required if (but specifically excluding the Casualty Proceeds and any other proceeds on account A) no Event of Default shall have occurred or shall be continuing, (B) within two (2) Business Days of the Prior Hurricane Damagereceipt of such Net Cash Proceeds, the Borrower shall have provided written notice to Lender of its intention to, within 20 days after the date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of equipment of substantially similar type and use that is not older than, and with a fair market value that is not less than, the Collateral (“Replacement Property”) subject to such Disposition (the “Replacement Period”), together (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the UCC and (D) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to documentation in form and substance satisfactory to Lender, in the Replacement Property (which shall constitute Collateral and be subject to all of the terms and provisions of this Agreement and the other Loan Documents) prior to the expiration of the Replacement Period. If the Replacement Period shall have expired prior to the consummation of the purchase of Replacement Property, the Net Cash Proceeds shall be released to Lender as prepayment of the outstanding principal of the Loan. Any Net Cash Proceeds applied to prepay the Loan during the first twenty-four (24) months after the Closing Date shall be credited against future quarterly principal amortization payments on the Loan due pursuant to Section 2(a) above, beginning with the applicable Interest Shortfall and Breakage Costs and first such quarterly amortization payment due after such Disposition and, if such Net Cash Proceeds are in excess of the actual reasonable costs amount due on such first quarterly payment date, such remaining proceeds shall be credited against the remaining quarterly principal amortization payments in direct order of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofmaturity.
(iii2) If any Collateral is lost, stolen, confiscated, destroyed or damaged (each, a “Casualty”), within five (5) Business Days of the receipt by any Debtor, Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty any Subsidiary thereof of Net Cash Proceeds from such Casualty (including, without limitation, any Default Prepayment PremiumNet Cash Proceeds received under any insurance policy in respect such Collateral), Borrower shall either (i) shall be due in connection with any prepayment made pursuant cause the repair of such Collateral such that the operational states of the Collateral so repaired is equivalent to this Section 2.7(cthe operational states of the Collateral prior to such Casualty or (ii) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for prepay the outstanding principal of the Loan in an interest bearing, Eligible Account at an Eligible Institution, amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such interest accruing to the benefit of Borrower, and Casualty; provided that no such prepayment shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds required if (IA) to the extent that no Trigger Period and no Event of Default then existsshall have occurred or shall be continuing, paid (B) within three Business Days of the receipt of such Net Cash Proceeds, the Borrower shall have provided written notice to Borrower Lender of its intention to, within 20 days after the date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of Replacement Property subject to such Casualty, (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the UCC and (IID) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to documentation in form and substance satisfactory to Lender, in the Replacement Property (which shall constitute Collateral and be subject to all of the terms and provisions of this Agreement and the other Loan Documents) prior to the extent no Event expiration of Default then existsthe Replacement Period. If the Replacement Period shall have expired prior to the consummation of the purchase of Replacement Property, but a Trigger Period then existsthe Net Cash Proceeds shall be released to Lender as prepayment of the outstanding principal of the Loan.
(3) No later than 120 days following the end of each Fiscal Year occurring after the date hereof, deposited into Borrower shall prepay the outstanding principal of the Loan in an amount equal to 5% of its Consolidated Excess Cash Management AccountFlow for such Fiscal Year.
Appears in 2 contracts
Sources: Equipment Loan and Security Agreement (Core Scientific, Inc./Tx), Equipment Loan and Security Agreement (Core Scientific, Inc./Tx)
Mandatory Prepayment. Target shares and assets disposals
(a) In this Subclause: Target Net Proceeds means the amount received in Cash Equivalents (or other instruments which upon receipt are readily convertible into Cash Equivalents on reasonable commercial terms) by the Borrower or the Target in respect of a disposal of Shares (other than disposals contemplated under the Dofasco Transaction) or Target Assets (other than a disposal of assets in connection with the Dofasco Acquisition), to a person other than to a member of the Group or the Target Group:
(i) On each date on which Lender actually receives including the amount of any inter-company loan repaid to the Borrower or the Target in connection with the related disposal of Shares or Target Assets;
(ii) treating consideration initially received in a distribution form other than Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash Equivalents;
(iii) after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by the Borrower or the Target in respect of that disposal; and
(iv) after deducting proper costs and reasonable expenses incurred by the Borrower or the Target directly in connection with that disposal.
(b) Within five Business Days after the receipt of any Target Net Proceeds relating to an Individual Continental Propertyin respect of any disposal of Shares by the Company or, and if Lender is not required to and does not make such Net Proceeds available to the consideration for that disposal exceeds €50,000,000 or the equivalent in any other currency, any disposal by the Target of any Target Assets after the Target becomes a member of the Group, the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)must notify the Facility Agent of the receipt, in each case, in accordance with whereupon the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in will ensure that an amount equal to the aggregate of (A) the Target Net Proceeds up is applied to an amount equal to reduce the Minimum Release Price for such Individual Continental Property, facilities as set out in paragraph (Bc) the applicable Interest Shortfall and Breakage Costs and below.
(Cc) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Any Target Net Proceeds required by paragraph (b) above to be applied pursuant to this Section 2.7(c) hereof in excess of reduce the Mortgage Mandatory Prepayment Amount shall facilities will be applied across outstandings under the Facility, the Mittal Refinancing Facility and the Mittal Acquisition Facility on a pro rata basis and as follows: :
(Ii) first, to pro rata in prepayment of the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.Loans; and
(ii) On each date on second, in permanent cancellation of any undrawn Commitments. Any prepayment under subparagraph (i) above will be made at the end of the Term of the relevant Loans which Lender actually receives a distribution is current at the end of the relevant 5 Business Day period referred to in paragraph (b) above. Any cancellation under subparagraph (ii) above will take effect automatically at the end of the relevant five Business Day period referred to in paragraph (b) above.
(d) If any such Target Net Proceeds relating to an Individual Puerto Rico Propertyare not denominated in euros, the Target Net Proceeds will be notionally converted into euros at the Agent’s Spot Rate of Exchange on the date of the Company’s notice under paragraph (b) above and if Lender is not the amount by which each of the Facility, the Mittal Acquisition Facility and the Mittal Refinancing Facility are required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, be reduced in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds paragraph (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofc) above will be that euro amount.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution Contemporaneously with the delivery to the Agents and the Lenders of Net Proceeds relating audited annual financial statements pursuant to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds Section 7.01(a)(iii) (as applicablethe “Excess Cash Flow Application Date”), in each casecommencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2023, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Section 2.05(d) in an amount equal to 75% of any Excess Cash Flow of the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price Administrative Borrower and its Subsidiaries for such Individual Continental Property, (BFiscal Year) in excess of $10,000,000. Notwithstanding the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyforegoing, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance amount of an Event of Default, any Net Proceeds Loans required to be applied repaid pursuant to this Section 2.7(c2.05(c)(i) hereof in excess for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Term Loans made pursuant to Section 2.05(b) during such Fiscal Year (other than optional prepayments made with the proceeds of any Indebtedness) or, without duplication of any amount which would reduce the amount of Loans required to be repaid pursuant to this Section 2.05(c) for the next Fiscal Year, any optional prepayments of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (ITerm Loans made pursuant to Section 2.05(b) first, following the last day of such Fiscal Year and prior to the Mezzanine Lender, in an amount equal applicable Excess Cash Flow Application Date for such Fiscal Year (other than optional prepayments made with the proceeds of any Indebtedness). Any Excess Cash Flow payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Excess Cash Flow that is attributable to any Person or line of business acquired pursuant to a Permitted Acquisition or Investment permitted hereunder and that accrues prior to the Mezzanine Mandatory Prepayment Amount (as such term is defined in closing date of the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerapplicable Permitted Acquisition or Investment permitted hereunder.
(ii) On each date on Promptly following any Disposition which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds qualify as Permitted Dispositions under clauses (but specifically excluding the Casualty Proceeds and any other proceeds on account h) or (u) of the Prior Hurricane Damagedefinition of Permitted Disposition) available to Borrower for Restoration by any Loan Party or for disbursement as Rent Loss Proceeds (as applicable)its Subsidiaries, in each case, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by such Person (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 for all such Dispositions in any Fiscal Year (and, for the avoidance of doubt, only by the amount in excess thereof); provided, that the Borrowers shall not be required to make such prepayment to the extent (A) such Net Cash Proceeds are reinvested in property that is useful in the business of the Loan Parties, in which the Administrative Agent will have a first-priority perfected Lien, within 90 days of the date of such Disposition (or, if such amounts are committed to be so reinvested within such 90-day period, such amounts are actually so reinvested within 90 days following the expiration of such initial 90-day period) (it being understood that such prepayment shall be due immediately upon the expiration of such 90-day or 180-day period, as applicable, if not paid reinvested), and (B) no Event of Default exists or would result therefrom. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to Lender make a Disposition of any property other than in accordance with Article 7 hereofSection 7.02(c)(ii).
(iii) Borrower Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness) or upon an Equity Issuance of Permitted Cure Equity to exercise a Cure Right pursuant to Section 9.02, the Borrowers shall make prepay the REMIC Payment as outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.
(iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by such Person (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 for all such Extraordinary Receipts in any Fiscal Year (and, for the avoidance of doubt, only by the amount in excess thereof); provided that the Borrowers shall not be required hereunder. No Prepayment Premium or penalty to make such prepayment to the extent (includingA) such Net Cash Proceeds are reinvested in property that is useful in the business of the Loan Parties, without limitationin which the Administrative Agent will have a first-priority perfected Lien, any Default Prepayment Premiumwithin 90 days of the date of such Extraordinary Receipt (or, if such amounts are committed to be so reinvested within such 90-day period, such amounts are actually so reinvested within 180 days following the receipt of such Net Cash Proceeds) (it being understood that such prepayment shall be due in connection with immediately upon the expiration of such 90-day period or 180-day period, as applicable), and (B) no Event of Default exists or would result therefrom.
(v) The Borrowers shall provide written notice to the Administrative Agent by 2:00 p.m. (New York time) at least one (1) Business Day prior to making any mandatory prepayment made pursuant to this Section 2.7(c2.05(c).
(vi) [Reserved].
(including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(cvii) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account[Reserved].
Appears in 1 contract
Mandatory Prepayment. If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments. Promptly upon any voluntary or involuntary disposition (including as a result of a casualty or condemnation but excluding dispositions under clauses (a) through (g), (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case(l) and (n) of the definition of Permitted Dispositions) by GLDD or any other Credit Party, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt clause (c) below in an amount equal to the aggregate one hundred percent (100%) of (A) the Net Cash Proceeds up received by such Person in connection with such disposition. Nothing contained in this Section 2.20(b) shall permit GLDD or any of its Subsidiaries to make a disposition of any property other than in accordance with Section 7.1. Promptly upon the issuance or incurrence by GLDD or any other Credit Party of any Indebtedness (other than Permitted Indebtedness), or upon an issuance of Equity Interests by GLDD or any other Credit Party (other than any Excluded Equity Issuance), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Minimum Release Price for Net Cash Proceeds received by such Individual Continental PropertyPerson in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Promptly upon the receipt by GLDD or any other Credit Party of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by GLDD or any other Credit Party in connection with a disposition (including as a result of a casualty or condemnation) that are otherwise required to be used to prepay the Obligations pursuant to Section 2.20(b)(ii), up to $30,000,000 in the aggregate in any fiscal year of the Net Cash Proceeds from all such dispositions shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets that were the subject of such disposition with like assets, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) Borrowing Agent delivers a certificate to Agent within ten (10) days after such disposition stating that such Net Cash Proceeds shall be used to so replace, repair or restore properties or assets as provided above within a period not to exceed three hundred sixty five (365) days after the applicable Interest Shortfall and Breakage Costs and date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) if a Cash Dominion Period is in effect, such Net Cash Proceeds are deposited and maintained in a Controlled Account and (D) upon the actual reasonable costs earlier of Lender in connection with such prepayment (1) the expiration of the three hundred sixty five (365) day period pursuant to clause (B) above or (2) the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except occurrence and during the continuance of a Default or an Event of Default, any such Net Proceeds Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.20(b)(ii). Each prepayment pursuant to Section 2.20(b)(ii), (iii) and (iv) shall be applied, first, to the Swing Loans and Revolving Advances, until paid in full (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)), until paid in full, and second, to Cash Collateralize the Letters of Credit (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)); provided, that if an Application Event has occurred and is continuing and funds are to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount 11.5, such payments shall be applied as follows: in respect of the Obligations in accordance with Section 11.5. Notwithstanding the foregoing, Net Cash Proceeds of events described in Sections 2.20(b)(ii), (Iiii) and (iv) may be applied to the Second Lien Loan to the extent that such Net Cash Proceeds are applied, first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied Obligations under this Section 2.20 in accordance with the Mezzanine Loan Documents, and (IIISection 2.13(j) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds Second Lien Credit Agreement (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender effect on the next Monthly Payment Amendment No. 1 Closing Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account).
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution Immediately upon receipt by Borrower of any Net Cash Proceeds relating pursuant to an Individual Continental Property, (and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions extent provided in) Section 7.11(a)(ii) hereof, Borrower shallshall use the proceeds of any such assets sales to repay FIRST, such outstanding Loans (other than the Revolving Credit Loan) as Agent shall determine in its sole discretion and, SECOND, to the then outstanding principal amount of the Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment, with the proceeds of asset sales under Section 7.11(a)(ii), otherwise required pursuant to this Section 2.3(a) to the extent that such prepayment is waived by Agent (at Lender’s optionthe direction or with the consent of the Required Lenders) in writing. Any prepayment with the proceeds of such asset sales pursuant to this Section 2.3(a) shall be accompanied by all accrued and unpaid interest on the principal amount so prepaid; provided that except in connection with a prepayment in full of the Loans, prepay such accrued and unpaid interest in respect of the Debt Series B Term Loan shall be paid in kind in the same manner as provided in Section 2.7(c). Any prepayments of any Loans pursuant to this Section 2.3(a) shall be applied FIRST, to those portions of such Loans that constitute Index Rate Advances, and NEXT, to those portions of such Loans that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Interest Period for such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless GE Capital otherwise directs). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any mandatory prepayments pursuant to this Section 2.3(a) would in the absence of the previous sentence result in a LIBOR Advance being prepaid prior to the last day of the Interest Period with respect thereto. Any prepayments of Revolving Credit Advances pursuant to this Section 2.3(a) shall not be available to be reborrowed, and the Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the aggregate maximum amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs proceeds of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds asset sales available to be applied to reduce Revolving Credit Advances pursuant to this Section 2.7(cclause (a) hereof above (even if all or a portion of such amounts available pursuant to clause (a) above shall not have been applied in excess prepayment of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, Revolving Credit Advances due to the Mezzanine Lender, in an outstanding amount equal of Revolving Credit Advances being less than the amount of such asset sales proceeds available pursuant to the Mezzanine Mandatory Prepayment Amount clause (as such term is defined in the Mezzanine Loan Documentsa) above), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(b) In the event that in the reasonable determination of Agent, (i) Borrower fails to use its best efforts to perform its obligations under the Redemption Agreement and to cause all conditions precedent thereunder of parties other than Borrower to be satisfied, or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and the closing thereunder does not make occur due to a breach by Borrower under such Net Proceeds (but specifically excluding Redemption Agreement, the Casualty Proceeds Obligations shall be due and any other proceeds payable on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)July 1, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof1997.
(iiic) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) prepayment fee shall be due payable in connection with respect of any mandatory prepayment made pursuant to under this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account2.3.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyIf at any time from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, and if Lender as the case may be, is not required to the surviving entity and does not control the management of such surviving entity, or (ii) the Company, the Borrower, any of its Affiliates or Consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Borrower shall prepay the Loans in their entirety as if the Prepayment Date were the Term Loan Maturity Date. The Borrower shall immediately make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance prepayment together with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal interest accrued to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess date of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to prepayment on the Mezzanine Lender, in an principal amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerprepaid.
(ii) On each date on which Lender actually If the Borrower, the Company or any Subsidiary receives a distribution of any Net Offering Proceeds relating to an Individual Puerto Rico Propertyor any Eligible Net Cash Proceeds, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to shall apply 100% of such Net Proceeds (but specifically excluding the Casualty Offering Proceeds and any other proceeds on account Eligible Net Cash Proceeds to the prepayment of the Prior Hurricane Damage)Loans on the date such Net Offering Proceeds or Eligible Net Cash Proceeds are received until such time as the outstanding principal amount of the Loans on such date is less than 60% of the excess, together if any, of (a) the aggregate purchase price of the Acquisition Properties which are Unencumbered over (b) the aggregate book value of the Acquisition Properties that have been sold, transferred or otherwise disposed of by the Borrower and its Subsidiaries since the Closing Date. In connection with the applicable Interest Shortfall and Breakage Costs and prepayment of any Loan prior to the actual reasonable costs maturity thereof, the Borrower shall also pay accrued interest to the date of Lender in connection with such prepayment on the amount prepaid and any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the extent such amounts are not paid to Lender Loans of the Lenders in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderSection 4.2(b). No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Any such repayment shall be due in connection with any prepayment made applied first to Base Rate Loans and second to Eurodollar Rate Loans. Amounts prepaid pursuant to this Section 2.7(c4.1(c) (including, without limitation, in connection with may not be reborrowed. Such prepayment shall not affect any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for rights and remedies that the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, Agents and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountLenders may otherwise have hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Reckson Associates Realty Corp)
Mandatory Prepayment. (i) The Borrower shall immediately prepay the Loans at any time when the aggregate principal amount of all Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the least of (A) the Borrowing Base, (B) the Maximum Amount and (C) the maximum principal amount of senior indebtedness that is permitted to be incurred by the Borrower and its Subsidiaries under the Public Subordinated Debt Indenture, to the full extent of any such excess with such prepayment to be applied to the Loans as directed by the Borrower. The Borrower shall immediately prepay the Revolving A Loans at any time when the aggregate principal amount of all Revolving A Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Revolver A Borrowing Base and (B) the Total Revolving A Commitment, to the full extent of any such excess. The Borrower shall immediately prepay the Revolving B Loans at any time when the aggregate principal amount of all Revolving B Loans exceeds the lesser of (A) the result of (w) the Borrowing Base, minus (x) the outstanding principal amount of the Term Loan, minus (y) the outstanding Revolving A Loans, minus (z) the aggregate Letter of Credit Obligations, and (B) the Total Revolving B Credit Commitment, to the full extent of any such excess. On each date day that any Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base then in effect equals or exceeds the aggregate principal amount of all Loans and Letter of Credit Obligations outstanding on which Lender actually receives a distribution such day. On each day that any Revolving A Loans or Letter of Net Proceeds relating Credit Obligations are outstanding, the Borrower shall hereby be deemed to an Individual Continental Propertyrepresent and warrant to the Agents and the Revolving A Lenders that the Revolver A Borrowing Base then in effect equals or exceeds the aggregate principal amount of all Revolving A Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence or the second sentence of this Section 2.05(c)(i), and if Lender the aggregate Letter of Credit Obligations is not required to and does not make such Net Proceeds available to Borrower for Restoration greater than the then current Borrowing Base or for disbursement as Rent Loss Proceeds (Revolver A Borrowing Base, as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay shall provide cash collateral to the Debt Administrative Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Borrowing Base or Revolver A Borrowing Base, as applicable.
(ii) [Intentionally omitted]
(iii) The Borrower shall immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving A Credit Commitment is terminated for any reason.
(iv) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. So long as no Event of Default has occurred and is continuing, (A) the Net Proceeds up to an amount equal Borrower shall determine whether such funds are applied to the Minimum Release Price for such Individual Continental Property, Revolving A Loans or the Revolving B Loans and (B) any funds remaining in the applicable Interest Shortfall and Breakage Costs Administrative Agent's Account after payment of the outstanding principal amount of the Revolving Loans shall be, upon request by the Borrower, disbursed by the Administrative Agent into the Disbursement Account.
(v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (except Permitted Dispositions of the type described in clauses (b), (c), (d), (e) and (Cg) of the actual reasonable costs definition of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyPermitted Dispositions), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding principal amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such term is defined Dispositions during any Fiscal Year $4,000,000. Nothing contained in the Mezzanine this clause (v) shall permit any Loan Documents), Party or any of its Subsidiaries to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowermake a Disposition of any property other than a Permitted Disposition.
(iivi) On each date on which Lender actually receives Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness of the type contemplated by clause (iii) of such term (other than the Public Subordinated Debt and Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f) and (h) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Loans in an amount equal to 80% of the Net Cash Proceeds received by such Person in connection therewith; provided that any sale or issuance of Capital Stock by the Borrower to its officers, directors or employees shall not trigger a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and mandatory prepayment obligation hereunder so long as such sale or issuance does not make exceed $500,000 during any period of 6 consecutive months. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such Net Proceeds (but specifically excluding issuance, incurrence or sale otherwise prohibited by the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereofof this Agreement.
(vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, Borrower shall, at Lender’s option, the Borrowers shall prepay the Debt outstanding principal of the Loans in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and Extraordinary Receipts, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with collecting such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipts.
(iiiviii) In the event that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries exceeds, as of the 15th day of each month, $5,000,000, the Borrower shall make on the REMIC Payment as next Business Day prepay the outstanding principal of the Loans in the amount equal to such excess.
(ix) Concurrently with the consummation of the Takeout VPP Facility, the Borrower shall prepay the outstanding principal amount of the Revolving B Loans and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Term Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to full and the benefit of Borrower, Total Revolving B Credit Commitment shall thereupon be automatically terminated and the remaining proceeds therefrom shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountRevolving A Loans.
Appears in 1 contract
Sources: Credit Agreement (KCS Energy Inc)
Mandatory Prepayment. (a) If at any time the amount equal to the sum of (i) On each date on which Lender actually receives a distribution the outstanding principal amount of Net Proceeds relating to an Individual Continental Propertythe Revolving Credit Advances, and if Lender is not required to and does not make such Net Proceeds available to plus (ii) the Letter of Credit Liabilities exceeds the lesser of (1) the aggregate Revolving Credit Commitments or (2) the Borrowing Base, the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall promptly prepay the Debt outstanding Revolving Credit Advances by the amount of the excess or, if no Revolving Credit Advances are outstanding, the Borrower shall immediately pledge to the Agent cash or Cash Equivalent Investments in an amount equal to the aggregate excess as security for the Obligations.
(b) Promptly upon receipt of (A) the Net Cash Proceeds up to an amount equal from any Asset Sale or sale/leaseback transaction with respect to the Minimum Release Price for such Individual Continental PropertyBorrower's or its Subsidiaries' motor vehicles, (B) or receipt of any insurance proceeds with respect to properties or assets of the applicable Interest Shortfall and Breakage Costs and (C) Borrower or any of its Subsidiaries, the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender Borrower shall prepay Advances in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c4.4(f) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such Net Proceeds (but specifically excluding the Casualty Proceeds Asset Sales or insurance proceeds during any twelve month period exceeds $250,000, and any other proceeds on account 100% of the Prior Hurricane Damage), together with amount of Net Cash Proceeds received from any such sale/leaseback transaction.
(c) Until the applicable Interest Shortfall and Breakage Costs Term Loan and the actual reasonable costs Energy Capital Subordinated Debt is paid in full, promptly upon receipt of Lender in connection with such prepayment to Net Cash Proceeds from the extent such amounts are not paid to Lender issuance of Institutional Debt or Subordinated Debt (other than the Energy Capital Subordinated Debt) by Borrower or any of its Subsidiaries, the Borrower shall prepay Advances in accordance with Article 7 hereofSection 4.4(f) in a principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000.
(d) Promptly upon receipt of Net Cash Proceeds from the issuance of Capital Stock by Borrower or any of its Subsidiaries, the Borrower shall prepay Advances in accordance with Section 4.4(f) in a principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000.
(e) Commencing on March 31, 2003 and on each March 31 thereafter, the Borrower shall prepay Advances in accordance with Section 4.4(f) in a principal amount equal to 50% of Excess Cash Flow, if any, for the Fiscal Year ending immediately preceding each such March 31 so long as the Funded Debt to EBITDA Ratio for such Fiscal Year is 2.25 to 1.00 or greater.
(f) Any prepayment made under Sections 4.4(a), (b), (c), (d) and (e) shall (i) include accrued interest to the date of such prepayment on the principal amount prepaid, (ii) not be subject to (A) any minimum payment provisions contained in this Agreement or (B) the requirement set forth in Section 5.6 hereof to provide compensation to the Banks if such prepayment results in a LIBOR Advance being paid on a day other than the last day of an Interest Period for such LIBOR Advance, and (iii) Borrower shall make the REMIC Payment as and be applied first, pro rata to the extent required hereunder. No Prepayment Premium or penalty unpaid principal installments of the Term Loan, second, at any time there are no Advances outstanding under the Term Loan, to repay outstanding Revolving Credit Advances (includingbut not to permanently reduce the Revolving Credit Commitment), without limitationand third, at any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant time there are no Advances outstanding under the Revolving Credit Commitment, to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as provide cash collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit outstanding Letter of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountCredit Liabilities.
Appears in 1 contract
Mandatory Prepayment. The Borrower's obligations under the Subordinated Debentures and this Agreement are not assumable. Subject to the Subordination Agreement, upon (a) a Change of Control, or (b) the sale or disposition by the Sponsor Group of Equity Interests of Holdings or Intermediate Holdings with a value of $35,000,000 or more in aggregate, each Lender shall have the right (but not the obligation) to require the Borrower to: (i) On each date on which prepay all or any portion of the Subordinated Debentures held by such Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate then outstanding principal balance, all accrued but unpaid interest thereon, plus all PIK Amounts and 50% of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender any Repayment Charge computed in accordance with Article 7 Section 2.06(a), provided that any prepayment under this Section 2.07 that occurs prior to the 18 month anniversary of the date hereof shall be subject to a Repayment Charge equal to 6.0% of any principal prepaid (collectivelyexcluding any PIK Amount); and (ii) pay in full a corresponding portion of the other Obligations owing to such Lender, which amount shall be calculated on the date of prepayment and be payable in cash on such date. On the date of prepayment, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall pay to the continuance Lenders of an Event of Default, any Net Proceeds to be applied the Subordinated Debentures being prepaid pursuant to this Section 2.7(c) hereof 2.07, the price specified above, by wire transfer of immediately available funds to an account designated by such Lender. Concurrently therewith, each Lender of Subordinated Debentures being prepaid in excess of the Mortgage Mandatory Prepayment Amount full shall be applied as follows: (I) first, deliver to the Mezzanine Lender, Borrower the original copy of its Subordinated Debenture or an affidavit of loss thereof in an amount equal a form that is reasonably satisfactory to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower. Any offer made by the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date 2.07 shall be held by Lender irrevocable so long as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit Change of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountControl occurs.
Appears in 1 contract
Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of shall receive any Net Proceeds relating to an Individual Continental Property, and if Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not required otherwise make available or deliver to and does not make Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof hereof, excluding any Breakage Costs (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Len▇▇▇ ▇▇ a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be paid to Mezzanine Lender and applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Net Liquidation Proceeds After Debt Service or if the Mezzanine Loan Documents), to be applied has been paid in accordance with the Mezzanine Loan Documents, and (III) lastlyfull, to Borrower.
(ii) On each date on which . During the continuance of an Event of Default, Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of order or priority as Lender may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Premium or other premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation.
(ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Prepayment Premium or other penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment.
(iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Len▇▇▇ ▇▇rees to deliver (A) a UCC-3 financing statement termination or amendment releasing Len▇▇▇’▇ security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Lender relating to each Unencumbered Borrower, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.
Appears in 1 contract
Sources: Loan Agreement (Industrial Logistics Properties Trust)
Mandatory Prepayment. (ia) On If, as a result of acceleration, voluntary prepayment, scheduled payment or otherwise in respect of the Collateral Notes, Pechiney at any time or from time to time makes any payment of principal of a Collateral Note (each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable"PRINCIPAL PAYMENT"), the Borrower shall immediately prepay the principal amount of the Note. Such prepayment shall be equal to 85% of such Principal Payment, and, provided that no Default (under either this Agreement or under the Triarc Credit Agreement) or Event of Default has occurred and is continuing (and the Borrower shall immediately provide to the Bank a certificate confirming that no Default or Event of Default has occurred and is continuing), promptly and in each case, any event within three Business Days an amount (the "EXCESS PORTION") equal to 15% of such Principal Payment shall be paid to the Borrower. The Bank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with with, but subject to, the applicable terms foregoing sentence. It is understood and conditions hereofagreed that if the amount equal to 85% of the Principal Payment exceeds the outstanding principal amount of the Note, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such excess shall be paid by the Borrower to NationsBank, N.
A. for application against the aggregate principal amount of the Demand Loans outstanding and other obligations under the Triarc Credit Agreement. .
(Ab) If any Default or Event of Default has occurred and is continuing when any Pechiney Proceeds are received or otherwise being held by the Net Depositary Bank, the Collateral Agent or the Bank, the entire amount of such Pechiney Proceeds up shall be paid to the Bank and applied by the Bank as a payment of principal of the Note or applied by the Bank as a payment of interest on the Note or other obligations of the Borrower hereunder, as the Bank in its sole discretion shall determine (it being understood that the Borrower shall have no right whatsoever to receive any portion of such proceeds, except pursuant to Section 15 of the Pledge Agreement). If the Pechiney Proceeds exceed the principal of and interest on the Note and the other obligations of the Borrower hereunder, the Borrower shall pay an amount equal to such excess to NationsBank, N.
A. for application against the Minimum Release Price for aggregate principal amount of Demand Loans and other obligations outstanding under the Triarc Credit Agreement. It is also understood that upon the payment of any Pechiney Proceeds in respect of the principal of the Collateral Notes, NationsBank, N.A. may at any time thereafter decrease the Original Advance Percentage (as defined in the Triarc Credit Agreement) and the Margin Call Percentage (as defined in the Triarc Credit Agreement)(in either case, to such Individual Continental Propertypercentage as the Bank may in its sole and absolute discretion determine) by giving either Borrower thereunder notice of such revised percentage. If such a decrease results in a "Default" under the Triarc Credit Agreement, then (i) the decrease will constitute a Default hereunder, (Bii) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with so long as any such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively"Default", the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an or any other Default or Event of Default, shall occur and be continuing, the Borrower shall no right to receive any Net portion of the Pechiney Proceeds, (iii) if any "Event of Default" (as defined in the Triarc Credit Agreement), or any other Event of Default shall occur and be continuing, such Pechiney Proceeds to may be applied pursuant to this Section 2.7(c) hereof in excess the payment of the Mortgage Mandatory Prepayment Amount shall be applied Borrower's obligations hereunder or to the obligations under the Triarc Credit Agreement, and (iv) if such "Default" under the Triarc Credit Agreement is cured or waived, and no other Default, Event of Default or "Event of Default" (as follows: (Idefined in the Triarc Credit Agreement) firsthas occurred and is continuing, the Bank will upon request promptly and in any event within three Business Days return to the Borrower the Excess Portion of such Principal Payment, to the Mezzanine Lender, in an amount equal extent not applied to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower's obligations hereunder or under the Mezzanine Loan Documents), to be applied Triarc Credit Agreement in accordance with clause (iii) hereof (and the Mezzanine Loan DocumentsBank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with, and but subject to, this clause (III) lastly, to Borroweriv)).
(iic) On each Each prepayment shall be accompanied by the payment of accrued interest to the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding prepayment on the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borroweramount prepaid, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) subject to the extent that no Trigger Period and no Event provisions of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 2.12 hereof."
Appears in 1 contract
Sources: Pledge and Security Agreement (DWG Acquisition Group L P)
Mandatory Prepayment. (a) If at any time the aggregate outstanding principal balance of all Revolving Credit Advances exceeds the Maximum Revolving Credit Amount less the Letter of Credit Exposure, the Borrowers, jointly and severally, shall immediately repay to the Administrative Agent for the ratable accounts of the Lenders an amount equal to such excess.
(b) The Borrowers shall make all required principal payments on the Term Loans on the dates when due.
(c) The Borrowers, jointly and severally, shall also make prepayments as follows:
(i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyExcess Cash Payment Date for each Excess Cash Payment Period, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt Loans in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess 75% of the Mortgage Mandatory Prepayment Excess Cash Flow Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, clauses (iii) and (IIIiv) lastlybelow; PROVIDED, HOWEVER, that such prepayment shall be reduced to Borrower.50% of the Excess Cash Flow Amount if the Consolidated Leverage Ratio for such period is equal to or less than 1.75-to-1;
(ii) On each date on which Lender actually receives a distribution At any time, if URHC and its Subsidiaries receive proceeds from (A) the disposition of Net Proceeds relating to an Individual Puerto Rico Propertyassets after the Closing Date, and if Lender is not required to and does not make such Net Proceeds excluding proceeds from the disposition of assets in the ordinary course of business, (but specifically B) the issuance of equity interests, excluding the Casualty Proceeds first $10,000,000 of proceeds from the issuance of equity interests after the Closing Date, (C) the incurrence of Indebtedness other than the Loans and any Indebtedness permitted under Section 9.1, (D) tax refunds or insurance claims, excluding proceeds from tax refunds and insurance claims which the Borrowers reinvest within 270 days of receipt into other proceeds on account of operating assets, the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt Loans in an amount equal to 100% of such the Net Cash Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment therefrom to the extent such amounts are not paid to Lender be applied in accordance with Article 7 hereof.clause (iii) below;
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made All mandatory prepayments pursuant to this Section 2.7(c4.1(c) shall (includingA) be applied PRO RATA to reduce the outstanding principal amounts of the Term Loans 34 PROVIDED, without limitationHOWEVER, that such mandatory prepayments made pursuant to Section 4.1(c)(ii) shall be applied to the required principal repayments of the Term Loans in inverse order of maturity, (B) after the Term Loans have been repaid in full, be applied to mandatory reductions of the Maximum Revolving Credit Amount, and (C) except as otherwise provided in clause (i) above, be made ten (10) days following the notice to the Administrative Agent described in clause (iv) below;
(iv) The Borrowers shall, on the Excess Cash Payment Date and within three (3) Business Days of the occurrence of any event described in clause (ii) of this Section 4.1(c), provide the Administrative Agent with written notice of the Excess Cash Flow Amount for the relevant Excess Cash Payment Period and the proceeds received or to be received in connection with the occurrence of any REMIC Payment). Any prepayment received by Lender pursuant to event described in clause (ii) of this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing4.1(c), Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountrespectively.
Appears in 1 contract
Mandatory Prepayment. If at any time the Aggregate Total Outstandings under all Facilities combined (calculated as of the most recent Computation Date) exceeds either the Aggregate Commitment or the Borrowing Base, then (A) the US-Borrower shall be obligated to immediately repay Advances under the US Facility, and (B) each Non-US Borrower shall be jointly and severally obligated to immediately repay Advances under all Non-US Facilities, in each case in a principal amount that is, together with any other Borrower's repayment pursuant to this sentence, sufficient to eliminate any such excess; provided that no Non-US Borrower shall be required to repay any amount with respect to a Facility (other than its own Facility) to the extent prohibited by applicable law. If at any time (in each case measured as of the most recent Computation Date) (i) On the Aggregate Total Outstandings in respect of the Canada Facility exceeds the Aggregate Canada Facility Commitment, (ii) the Aggregate Total Outstandings in respect of the Euro Facility exceed the Aggregate Euro Facility Commitment, (iii) the Aggregate Total Outstandings in respect of the Japan Facility exceed the Aggregate Japan Facility Commitment, (iv) the Aggregate Total Outstandings in respect of the Krona Facility exceed the Aggregate Krona Facility Commitment, (iv) the Aggregate Total Outstandings in respect of the UK Facility exceed the Aggregate UK Facility Commitment, or (vi) the Aggregate Total Outstandings in respect of the US Facility exceed the Aggregate US Facility Commitment, each date on which Lender actually receives Borrower that is a distribution of Net Proceeds relating party to such affected Facility shall be jointly and severally obligated to repay Advances under the affected Facility in an Individual Continental Propertyamount or amounts sufficient to eliminate any such excess. Until such time as an excess in an affected Facility is so eliminated, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in Aggregate US Facility Commitment shall be reduced by an amount equal to the aggregate Dollar Amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borroweraffected Facility.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Revolving Credit Agreement (Richardson Electronics LTD/De)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution The Borrowers shall first prepay the Revolving Loans and then provide cover for the Letters of Net Proceeds relating Credit, as specified below, upon the Lender's demand therefor, to an Individual Continental Propertythe extent that the aggregate amount of outstanding Revolving Loans and Letters of Credit exceeds the Borrowing Base or the Maximum Amount, and if Lender is not or both, at any time. In the event that the Borrowers shall be required to and does not make such Net Proceeds provide cover for the Letters of Credit, the Borrowers shall effect the same by paying to the Lender immediately available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt funds in an amount equal to the aggregate required amount, which funds shall be retained by the Lender in a cash collateral account until such time as the Letters of (A) the Net Proceeds up to an amount equal Credit shall have been terminated and all Obligations with respect to the Minimum Release Price for such Individual Continental Property, Letter of Credit are paid in full.
(Bb) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment The Borrowers shall deliver to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively90% of any Recoveries arising out of the sale of the ___ acre ranch located at __________________, the “Mortgage Mandatory Prepayment Amount”)condominium located at __________________, Florida, or the 199___ Chevrolet Tahoe immediately upon receipt by the Borrowers. Except during The Lender shall apply the continuance proceeds of an Event such Recoveries to the prepayment of DefaultTerm Loan Two, any Net Proceeds then to be applied pursuant Term Loan One and then to this Section 2.7(cthe Revolving Loans.
(c) hereof in excess Upon the first to occur of November 30, 1999, or the receipt of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, Recoveries arising out of the Company's income tax refund attributable to the Mezzanine LenderEmbezzlement, the Borrowers shall make a principal prepayment of the Obligations in an amount equal to 90% of such Recoveries, with such amount being applied first to Term Loan Two and then to Term Loan One. If neither such Recoveries have been received nor the Mezzanine Mandatory Prepayment Amount (as HTSI Sale has been consummated by such term is defined in date, the Mezzanine Loan Documents), value of such Recoveries for purposes of such calculation on such date shall be deemed to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower$600,000.
(iid) On each date on which Lender actually receives a distribution Upon the first to occur of Net Proceeds relating to an Individual Puerto Rico PropertyNovember 30, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding 1999, or the Casualty Proceeds and any other proceeds on account receipt of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Recoveries arising out of the sale of certain jewelry, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Borrowers shall make a prepayment of the Debt Obligations in an amount equal to 10090% of the net sales proceeds of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)Recoveries, together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment amount being applied first to Term Loan Two, then to Term Loan One and then to the extent Revolving Loans. If neither such amounts are not paid Recoveries have been received nor the HTSI Sale has been consummated by such date, the value of such Recoveries for purposes of such calculation on such date shall be deemed to Lender in accordance with Article 7 hereofbe $200,000.
(iiie) Borrower Upon the closing of the HTSI Sale, (1) the Borrowers shall make a $2,000,000 principal prepayment of Term Loan Two and Term Loan One (with such amount being applied first to Term Loan Two and then to Term Loan One), (2) the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Maximum Amount shall be due permanently reduced to $10,000,000, (3) the references to "90%" in connection Sections Section 2.8((b)), Section 2.8((c)), Section 2.8((d)) and Section 2.8((f)) hereof shall be reduced to and otherwise deemed to be references to "50%" for purposes of such Sections, (4) the words "the first to occur of November 30, 1999, or" in the first line of Section Section 2.8((c)) and Section Section 2.8((d)) hereof shall be deemed to be deleted for purposes of such Sections, and (5) the references to "$500,000" in Section Section 2.2((c)) hereof shall be reduced to and otherwise deemed to be references to "$125,000" for purposes of such Section.
(f) The Borrowers shall prepay Term Loan One and Term Loan Two in an amount equal to 90% of the net proceeds received with respect to any prepayment made pursuant to Recoveries of $150,000 or more, other than those Recoveries otherwise described in this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution2.8, with each such interest accruing to prepayment being made upon receipt of the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountapplicable Recoveries.
Appears in 1 contract
Mandatory Prepayment. (ia) On each any date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with after the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent Closing Date such amounts are not received by, or for the account of, Borrower, the following amounts shall be paid to Lender in accordance the form received with Article 7 hereof any endorsement or assignment: (collectively, i) 100% of the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(cfrom the issuance of any Debt (other than Permitted Debt); (ii) hereof in excess 100% of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) firstproceeds from any Insurance Proceeds in respect of any casualty event affecting Collateral; provided that, subject to the Mezzanine Lenderdraw and disbursement requirements below, in an amount equal to so long as there is not then any Potential Default or Default under the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, Borrower shall be permitted to Borrower.
(ii) On each date on which Lender actually receives a distribution use applicable Insurance Proceeds to purchase like kind replacement Collateral or repair any such Collateral affected by such casualty event of Net Proceeds relating the same or substantially similar quality so that such Collateral is usable to an Individual Puerto Rico Propertythe same extent as it was usable before suffering such casualty event, and if Lender is not required such proceeds are used or committed to and does not make be used for such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration purchase or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% repair of such Net Collateral within ninety (90) days after the date such proceeds are received; provided, however, that in the event that the amount of any such Insurance Proceeds (but specifically excluding the Casualty in respect of any such casualty event available for any such purchase or repair exceeds $2,500,000, such Insurance Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for and thereafter be provided to Borrower pursuant to draw and disbursement procedures reasonably agreed to by Lender and Borrower following customary practices in the Loan real estate lending market in an interest bearingthe State of Texas; (iii) 100% of all Eminent Domain Proceeds in respect of any Eminent Domain Event affecting Collateral; and (iv)100% of the Net Proceeds from the Disposition of any Collateral (other than proceeds of a Disposition permitted by Section 9.4). The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(a), Eligible Account at an Eligible Institution, shall be pledged to Lender concurrently with such interest accruing to the benefit of Borrower, and applicable Disposition.
(b) All prepayments under Section 2.4(a) shall be applied to prepay the outstanding Obligations in the order and manner elected by Lender.
(c) Borrower shall provide written notice to Lender of, promptly after Borrower receives notice of or otherwise becomes aware of, any matters regarding any casualty event affecting the Collateral and the receipt or expected receipt of Insurance Proceeds related thereto set forth in Section 2.4(a)(ii) above and shall provide a detailed written account as to the cause of such casualty event, the damage resulting therefrom, the repairs or replacements that will need to be made in respect thereof, the expected time periods with respect thereto, the costs and expenses related thereto, together with such other details and disclosures requested by Lender on the next Monthly Payment Date, with any interest on such funds respect thereto.
(Id) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountAll prepayments under this Section 2.4 shall be without premium or penalty.
Appears in 1 contract
Sources: Credit Agreement (iBio, Inc.)
Mandatory Prepayment. The Borrowers (or, subject to Clause 29.2, each Affected Borrower) shall be obliged to prepay the Relevant Amount:
(a) in the case of a sale at any time after the Delivery Date relative to that Ship, on or before the date on which the sale is completed by delivery of that Ship to the buyer; or
(b) in the case of a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss;
(c) if any of the following occurs, unless otherwise instructed by the Facility Agent (acting on the instructions of the Lenders):
(i) On each without their prior consent and other than as the result of a Dropdown, a change has occurred after the date of this Agreement in the legal ownership of the Intermediate Shareholder or in the legal and beneficial ownership of any of the shares in any Borrower or the ultimate beneficial ownership of the Guarantor or any of them, in the control of the voting rights attaching to any of those shares unless such change results in the ultimate beneficial owners (or their immediate family members including their descendants) of any Borrower, the Intermediate Shareholder or the Guarantor (the identity of which has been disclosed to the Facility Agent in writing on which Lender actually receives the date of this Agreement) owning more shares in the capital of the Guarantor than any other person (save for any passive institutional investor)) and holding executive power in any Borrower, the Intermediate Shareholder or the Guarantor provided that the above shall only apply to the Intermediate Shareholder following a distribution Dropdown; and/or
(ii) the ultimate beneficial owners (or their immediate family members including their descendants) of Net Proceeds relating the largest number of common units in the Substitute Guarantor as at the date of this Agreement, whose identities have been disclosed to the Facility Agent in writing on the date of this Agreement, ceases to own more common units in the Substitute Guarantor than any other person (save for any passive institutional investor); and/or
(iii) any person or group of persons acting in concert gains directly or indirectly Control of the Guarantor or the Substitute Guarantor, and for the purpose this paragraph “acting in concert” means a group of persons who, pursuant to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration agreement or for disbursement as Rent Loss Proceeds understanding (as applicablewhether formal or informal), actively co-operate, through the acquisition (directly or indirectly) of shares in each casethe Guarantor or the Substitute Guarantor, by any of them, either directly or indirectly, to obtain or consolidate Control of the Guarantor or the Substitute Guarantor; and/or
(iv) following a Dropdown, (A) Capital GP LLC has ceased to be the Substitute Guarantor’s general partner or (B) the Guarantor has ceased to hold legal ownership of the common units of Capital GP LLC; and
(v) following a Dropdown, the Substitute Guarantor ceases to wholly own or control any of the Affected Borrowers. In this Clause 8.9, “Relevant Amount” means:
(a) in accordance with the applicable terms cases of sub-paragraphs (a) and conditions hereof(b), Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate higher of (A) the Net Proceeds up outstanding amount of the Advance which has been used in part-financing the Ship which has become subject to an amount equal any of the events referred to the Minimum Release Price for in such Individual Continental Property, sub-paragraphs and (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment an amount, which after giving credit to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds prepayment required to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (includingClause 8.9, without limitation, results in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing applicable Security Cover Ratio being equal to the benefit minimum Security Cover Ratio; and
(b) in the case of Clause 8.9(c), the Loan; and
(c) in the case of Clause 8.9(c)(i), the Advance owing by any Affected Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, The Borrower shall, upon five Business Days’ notice from the Agent given at Lender’s optionthe request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Debt Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in an amount equal the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d‑3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the aggregate foregoing payment of (A) the Net Proceeds up Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to an amount equal pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Minimum Release Price for Agent the Collateral Shortfall Amount at such Individual Continental Propertytime, (B) which funds shall be deposited in the applicable Interest Shortfall and Breakage Costs and (C) Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the actual reasonable costs of Lender in connection with Facility LC Collateral Account, apply such prepayment funds to the extent such payment of the Obligations and any other amounts are not paid as shall from time to Lender time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Facility LC Collateral Account pursuant to this Section 2.7(c) hereof in excess 2.09(b); provided, however, that after all of the Mortgage Mandatory Prepayment Amount Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be applied as follows: (I) first, returned by the Agent to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofwhomever may be legally entitled thereto at such time.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Credit Agreement (Dte Energy Co)
Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of Administrative Agent shall receive any Net Proceeds relating Prepayment that Administrative Agent is entitled to an Individual Continental Propertyapply in accordance with this Section 2.7(b) and not otherwise make available or deliver to Borrower pursuant to Section 7.4, and if Lender is not required Borrower shall prepay or authorize Administrative Agent to and does not make apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Administrative Agent in connection with such prepayment to the extent such amounts are not paid to Lender Administrative Agent in accordance with Article 7 hereof hereof, excluding any Breakage Costs and the Exit Fee (collectively, the “Mortgage Mandatory Prepayment Amount”). If, after giving effect to such mandatory prepayment in accordance with this Section 2.7(b), the outstanding principal amount of the Debt is less than the Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Debt in full in accordance with Section 2.7(a) hereof. Amounts paid to or applied by Administrative Agent as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Administrative Agent pursuant to clause (D) above and then to the amounts set forth in clauses (A) - (C) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be paid to Mezzanine Lender and applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Net Liquidation Proceeds After Debt Service or if the Mezzanine Loan Documents), to be applied has been paid in accordance with the Mezzanine Loan Documents, and (III) lastlyfull, to Borrower.
(ii) On each date on which Lender actually receives a distribution . During the continuance of Net Proceeds relating to an Individual Puerto Rico PropertyEvent of Default, and if Lender is not required to and does not make Administrative Agent may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender order or priority as Administrative Agent may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Premium prepayment premium or penalty (including, without limitation, any Default Prepayment Premium) or Exit Fee shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Administrative Agent prior to obtaining a release of the applicable Individual Property. Administrative Agent shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Administrative Agent is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation.
(ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Administrative Agent in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. If, after giving effect to such Casualty/Condemnation Prepayment, the outstanding principal amount of the Debt is less than the Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Debt in full in accordance with Section 2.7(a) hereof. No prepayment penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment or prepayment in full.
(iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender Administrative Agent from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Administrative Agent agrees to deliver (A) a UCC-3 financing statement termination or amendment releasing Administrative Agent’s and/or Lenders’ security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Administrative Agent relating to each Unencumbered Borrower, and (B) instruments executed by Administrative Agent and/or Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Administrative Agent and Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.
Appears in 1 contract
Sources: Loan Agreement (Industrial Logistics Properties Trust)
Mandatory Prepayment. (a) Subject to the ECB Guidelines and the Borrower obtaining all requisite Consents from the RBI and AD Bank (as applicable) under the ECB Guidelines, the Borrower shall apply the following amounts in prepayment of the Loan within five (5) Business Days after the occurrence of any of the following events:
(i) On each date on which Lender actually receives a distribution if the Borrower fails to use the proceeds of Net Proceeds relating to an Individual Continental Propertyany Disbursement of the Loan for the Project within [***] after such Disbursement, and if Lender is not required to and does not make such Net Proceeds available to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt Loan in an the amount equal to of the aggregate unused portion of such Disbursement;
(ii) if (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, a Significant Loss occurs and (B) the applicable Interest Shortfall Borrower fails to provide within [***] evidence reasonably satisfactory to DFC of its intention and Breakage Costs and (C) ability to restore the actual reasonable costs of Lender in connection with such prepayment Project to its condition prior to the extent occurrence of the Event of Loss or Events of Loss comprising such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelySignificant Loss, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)Loan, together with interest accrued thereon and all other amounts due under the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Financing Documents; and
(iii) if, other than in relation to any force majeure event reported to DFC in compliance with clauses (a) through (c) of the definition of “Expected Commercial Operation Date,” the Borrower shall make voluntarily ceases to use the REMIC Payment as and to site upon which the extent required hereunder. No Prepayment Premium Project is located in the manner contemplated in the Financing Documents or penalty (including, without limitation, any Default Prepayment Premium) shall be due suspends all or substantially all of its activities in connection with the Project for a period of [***], the Borrower shall prepay the amount of the Loan, together with interest accrued thereon and all other amounts due under the Financing Documents; provided, for the avoidance of doubt, that retooling or the implementation of upgrades shall not be considered a cessation of use of the site or the suspension of activities in connection with the Project.
(b) The portion of each mandatory prepayment that is applied to Principal Installments shall be applied pro rata across outstanding Notes and to Principal Installments in the inverse order of maturity.
(c) The Borrower shall notify DFC of any mandatory prepayment required to be made pursuant to this Section 2.7(c2.05 (Mandatory Prepayment) at least three (3) Business Days prior to the date of such prepayment, which notice shall be given as soon as [***] the Borrower becomes aware that a prepayment is required to be made. Each such notice shall specify the date of such prepayment and provide the amount of such prepayment.
(d) If required under the ECB Guidelines, the Borrower shall as soon as reasonably practicable upon the occurrence of any event set forth in Section 2.05(a) (including, without limitation, Mandatory Prepayment) make all requisite applications in connection with any REMIC Payment). Any prepayment received by Lender pursuant prescribed form to this Section 2.7(cobtain the Consents of the RBI and AD Bank (as applicable) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to timely prepayment of the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountLoan.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution Upon the consummation of Net Proceeds relating to an Individual Continental Propertythe Loan Refinancing, and if Lender is not required to and does not make such Net Proceeds available to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt Note in an amount equal to the aggregate then outstanding principal amount of the Note together with accrued interest to the date of such prepayment on the principal amount prepaid and all fees, expenses and other payments due to the Lender hereunder (Athe "Refinancing Amount").
(ii) Upon receipt by the Borrower or any of its Subsidiaries of the Net Proceeds up to an amount equal to from the Minimum Release Price for such Individual Continental Property, (B) issuance or incurrence by the applicable Interest Shortfall and Breakage Costs and (C) Borrower or any of its Subsidiaries of any Indebtedness the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount Borrower shall be applied as follows: (I) first, to the Mezzanine Lender, prepay outstanding Note in an amount equal to the Mezzanine Mandatory Prepayment Amount lesser of (as A) 100% of the aggregate principal amount of the Note outstanding on the date of such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, prepayment and (IIIB) lastlythe amount of such Net Proceeds, in either case plus all accrued and unpaid interest on the principal amount of the Note so prepaid to Borrowerthe date of such prepayment and all fees, expenses and other payments due and payable to Lender hereunder on such date.
(iiiii) On each date on which Lender actually receives a distribution Upon receipt by the Borrower or any of its Subsidiaries prior to the Maturity Date of the Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make from the issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests of any such Net Proceeds (but specifically excluding Person or from any capital contribution received by the Casualty Proceeds and Borrower from any other proceeds on account Person or received by any Subsidiary of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)from any Person, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt outstanding Note in an amount equal to the lesser of (A) 100% of the aggregate principal amount of all Note outstanding on the date of such prepayment and (B) the amount of such Net Proceeds (but specifically excluding Proceeds, in either case plus all accrued and unpaid interest on the Casualty Proceeds and any other proceeds on account principal amount of the Prior Hurricane Damage), together with Note so prepaid to the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs date of Lender in connection with such prepayment and all fees, expenses and other payments due and payable to the extent such amounts are not paid to Lender in accordance with Article 7 hereofholders of the Note hereunder.
(iiiiv) Upon receipt by the Borrower or any of its Subsidiaries prior to the Maturity Date for the Bridge Note of the Net Proceeds from any Asset Sale (other than Asset Sales permitted under clauses Section 3.02(i)), the Borrower shall make the REMIC Payment as and prepay outstanding Note in an amount equal to the extent required hereunder. No Prepayment Premium or penalty lesser of (including, without limitation, any Default Prepayment PremiumA) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for 100% of the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit aggregate principal amount of Borrower, and shall be applied by Lender all Note outstanding on the next Monthly Payment Date, with any interest on date of such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower prepayment and (IIB) to the extent no Event amount of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountsuch Net Proceeds.
Appears in 1 contract
Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.
(a) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
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Mandatory Prepayment. If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments. Promptly upon any voluntary or involuntary disposition (including as a result of a casualty or condemnation but excluding dispositions under clauses (a) through (g), (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case(l) and (n) of the definition of Permitted Dispositions) by GLDD or any other Credit Party, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt clause (c) below in an amount equal to the aggregate one hundred percent (100%) of (A) the Net Cash Proceeds up received by such Person in connection with such disposition. Nothing contained in this Section 2.20(b) shall permit GLDD or any of its Subsidiaries to make a disposition of any property other than in accordance with Section 7.1. Promptly upon the issuance or incurrence by GLDD or any other Credit Party of any Indebtedness (other than Permitted Indebtedness), or upon an issuance of Equity Interests by GLDD or any other Credit Party (other than any Excluded Equity Issuance), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Minimum Release Price for Net Cash Proceeds received by such Individual Continental PropertyPerson in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Promptly upon the receipt by GLDD or any other Credit Party of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by GLDD or any other Credit Party in connection with a disposition (including as a result of a casualty or condemnation) that are otherwise required to be used to prepay the Obligations pursuant to Section 2.20(b)(ii), up to $30,000,000 in the aggregate in any fiscal year of the Net Cash Proceeds from all such dispositions shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets that were the subject of such disposition with like assets, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) Borrowing Agent delivers a certificate to Agent within ten (10) days after such disposition stating that such Net Cash Proceeds shall be used to so replace, repair or restore properties or assets as provided above within a period not to exceed three hundred sixty five days (365) days after the applicable Interest Shortfall and Breakage Costs and date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) if a Cash Dominion Period is in effect, such Net Cash Proceeds are deposited and maintained in a Controlled Account and (D) upon the actual reasonable costs earlier of Lender in connection with such prepayment (1) the expiration of the three hundred sixty five (365) day period pursuant to clause (B) above or (2) the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except occurrence and during the continuance of a Default or an Event of Default, any such Net Proceeds Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.20(b)(ii). Each prepayment pursuant to Section 2.20(b)(ii), (iii) and (iv) shall be applied, first, to the Swing Loans and Revolving Advances, until paid in full (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)), until paid in full, and second, to Cash Collateralize the Letters of Credit (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)); provided, that if an Application Event has occurred and is continuing and funds are to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount 11.5, such payments shall be applied as follows: in respect of the Obligations in accordance with Section 11.5. Notwithstanding the foregoing, Net Cash Proceeds of events described in Sections 2.20(b)(ii), (Iiii) and (iv) may be applied to the Second Lien Loan to the extent that such Net Cash Proceeds are applied, first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied Obligations under this Section 2.20 in accordance with the Mezzanine Loan Documents, and (IIISection 2.13(j) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds Second Lien Credit Agreement (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender effect on the next Monthly Payment Amendment No. 1 Closing Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account).
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Mandatory Prepayment. Sections 2.11(a) through (d) of the Credit Agreement shall be and hereby are amended and restated in their entirety as follows:
(a) In the event a Borrowing Base Deficiency exists as a result of a Scheduled Redetermination or Special Redetermination of the Borrowing Base, the Borrowers shall, within thirty (30) days after written notice from the Administrative Agent to the Borrowers of such Borrowing Base Deficiency, take any of the following actions or a combination thereof to eliminate the Borrowing Base Deficiency:
(i) On each date on which Lender actually receives a distribution prepay, without premium or penalty, the principal amount of Net Proceeds relating to an Individual Continental Propertythe Loans (and after all Loans are repaid in full, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, provide cash collateral in accordance with Section 2.06(j)) representing Borrowers’ Pro Rata Share of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Combined Credit Exposure in an amount equal sufficient to the aggregate eliminate Borrowers’ Pro Rata Share of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental PropertyBorrowing Base Deficiency, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to be made in full on or before the extent 30th day after the Borrowers’ receipt of notice of such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.Borrowing Base Deficiency;
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating notify the Administrative Agent that it intends to an Individual Puerto Rico Propertyprepay, and if Lender is not required to and does not make such Net Proceeds without premium or penalty (but specifically excluding the Casualty Proceeds and subject to any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicablefunding indemnification amounts required by Section 2.16), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal sufficient to 100% eliminate Borrowers’ Pro Rata Share of such Net Proceeds Borrowing Base Deficiency in not more than six (but specifically excluding 6) equal monthly installments plus accrued interest thereon and make the Casualty Proceeds and any other proceeds first such monthly payment on account the 30th day after the Borrowers’ receipt of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs notice of such Borrowing Base Deficiency and the actual reasonable costs of Lender in connection with subsequent installments to be due and payable at one month intervals thereafter until such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Borrowing Base Deficiency has been eliminated; or
(iii) Borrower shall make the REMIC Payment as give notice to Administrative Agent that Borrowers desire to provide Administrative Agent with deeds of trust, mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior Liens or security interests in collateral acceptable to Required Lenders, to the extent required hereunder. No Prepayment Premium or penalty needed to cover the Minimum Collateral Amount (including, without limitation, any Default Prepayment Premium) shall be due as they in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.their reasonable discretion deem
Appears in 1 contract
Mandatory Prepayment. (iContemporaneously with the delivery to the Noteholders of annual financial statements pursuant to Section 5.1(a) On each hereof, commencing with the delivery to the Noteholders of the financial statements for the fiscal year ended on December 31, 2019 or, if such financial statements are not delivered to the Noteholders on the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not such statements are required to and does not make be delivered pursuant to Section 5.1(a) hereof, on the date such Net Proceeds available statements are required to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)be delivered to the Noteholders pursuant to Section 5.1(a) hereof, in each case, the Issuer shall prepay the outstanding principal amount of the Notes in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Section 2.4 in an amount equal to the aggregate result of (Ato the extent positive) (1) 50% of the Excess Cash Flow of the Issuer and its Subsidiaries for such fiscal year minus (2) the Net Proceeds up aggregate principal amount of all payments made by the Issuer pursuant to an amount equal Section 2.5 for such fiscal year (solely to the Minimum Release Price for such Individual Continental Propertyextent not included in the calculation of Excess Cash Flow). Notwithstanding the foregoing, Excess Cash Flow shall exclude any amounts attributable to periods prior to (Bx) the applicable Interest Shortfall and Breakage Costs First Amendment Effective Date and (Cy) in the actual case of any Person that becomes a Subsidiary of the Issuer after the First Amendment Effective Date pursuant to a Permitted Acquisition, the consummation date of such Permitted Acquisition.”
D. Section 5.4 of the Note Purchase Agreement shall be amended by amending and restating such section in its entirety to read as follows: “Preserve, renew and keep in full force and effect its corporate or other formative existence and good standing, take all reasonable costs action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of Lender its business and to maintain its goodwill and comply with all Contractual Obligations and Requirements of Law, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, upon consultation and consent of the Required Noteholders (such consent not to be unreasonably withheld or delayed), the Issuer shall be permitted to liquidate any Guarantor (other than in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(cAsset Sale) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied so long as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment its assets are distributed to the extent such amounts are not paid to Lender in accordance with Article 7 hereofIssuer or another Guarantor.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.”
Appears in 1 contract
Sources: Senior Secured Note Purchase Agreement (Novation Companies, Inc.)
Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on the Borrower merges or consolidates with another Person (other than pursuant to the SDG Reorganization Transactions, which Lender actually receives a distribution are expressly permitted subject to the terms of Net Proceeds relating to an Individual Continental Property, Article XIV hereof) and if Lender the Borrower is not required to and does not make such Net Proceeds available to the sur viving entity, or (ii) the Borrower or any Consolidated Subsidiary sells, trans fers, assigns or conveys assets, the book value of which (computed in accor dance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, in accordance with transfers, assignments, foreclosures, or conveyances exceeds 30% of the applicable terms and conditions hereofCapitalization Value, Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its C▇▇▇▇▇▇ dated Subsidiaries exceed 20% of Capitalization Value, or (Aiv) the Net Proceeds up Borrower or the Management Company ceases to provide property management and leasing servic es to 33% of the total number of Shopping Centers in which the Borrower has an amount equal ownership interest (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immedi ately make such prepayment together with interest accrued to the Minimum Release Price for such Individual Continental Property, (B) date of the prepayment on the principal amount prepaid and shall return or cause to be re turned all Letters of Credit to the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in Lender. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c4.1(d) hereof may not be reborrowed. As used in excess of this Section 4.1(d) only, the Mortgage Mandatory Prepayment Amount phrase "sells, transfers, assigns or conveys" shall be applied as follows: not include (Ii) firstsales or conveyances among Borrower and any Consolidated Subsidiar ies, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico mortgages secured by Real Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (i) On each date If at any time within ninety (90) days after the Closing Date the Borrower shall receive Net Offering Proceeds (but only in connection with a private sale of equity interests in the Borrower or any Subsidiary or Minority Holding of the Borrower) on which Lender actually receives a distribution terms reasonably satisfactory to the Administrative Agent (the amount of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Offering Proceeds available up to Borrower for Restoration or for disbursement $100,000,000 being hereinafter referred to as Rent Loss Proceeds (as applicablethe "Permitted Private Placement"), in each casethen, in accordance with simultaneously therewith, the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay shall repay the Debt Loans in an amount equal to the aggregate lesser of (Ax) the aggregate Net Offering Proceeds up to an amount equal to received by the Minimum Release Price for such Individual Continental Property, (B) Borrower from and after the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) date hereof in excess of $100,000,000, and (y) the Mortgage Mandatory Prepayment Amount outstanding principal balance of the Loans. If at any time the Borrower shall be applied as follows: (I) first, receive Net Offering Proceeds other than pursuant to the Mezzanine LenderPermitted Private Placement in connection with a public or private sale of equity interests in the Borrower or any Subsidiary or Minority Holdings, then the Borrower shall repay the Loans in an amount equal to the Mezzanine Mandatory Prepayment Amount lesser of (as such term is defined in x) the Mezzanine Loan Documents), to be applied in accordance with aggregate Net Offering Proceeds received by the Mezzanine Loan DocumentsBorrower, and (IIIy) lastly, to Borrowerthe outstanding principal balance of the Loans.
(ii) On each date on which Lender actually receives a distribution If at any time during the term of this Agreement, the Borrower shall receive Net Proceeds Cash Proceeds, dividends or distributions relating to an Individual Puerto Rico Propertythe Borrower's interests in VANTAS or OSA, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding then, simultaneously therewith, the Casualty Proceeds and any other proceeds on account of Borrower shall repay the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% the lesser of such (x) the aggregate Net Proceeds Cash Proceeds, dividends or distributions relating to the Borrower's interests in VANTAS or OSA, as the case may be, received by the Borrower from and after the date hereof, and (but specifically excluding y) the Casualty Proceeds and outstanding Obligations. If at any time during the term of this Agreement, the Borrower shall receive Net Cash Proceeds, dividends or distributions relating to the Borrower's interests in any Subsidiaries or Minority Holdings (other proceeds on account of the Prior Hurricane Damagethan VANTAS or OSA), together with then, simultaneously therewith, the applicable Interest Shortfall Borrower shall, on a pro rata basis, (A) repay the Loans in an amount equal to the lesser of (x) the aggregate Net Cash Proceeds, dividends or distributions relating to the Borrower's interests in such Subsidiaries or Minority Holdings, as the case may be, received by the Borrower from and Breakage Costs after the date hereof, and (y) the outstanding Obligations, and (B) repay principal under the ROP Credit Agreement and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofRSVP Credit Agreement on a pari passu basis.
(iii) If at any time from and after the Closing Date:
(A) the Borrower merges or consolidates with another Person,
(B) any equity interests in the Borrower, any Subsidiary or Minority Holding (other than the Permitted Private Placement) are sold by the Borrower, any Subsidiary or Minority Holding, as the case may be,
(C) all or substantially all of the Property of the Borrower is sold,
(D) a material amount of the Property of VANTAS is sold,
(E) all or a substantial amount of the Property of OSA is sold,
(F) any Property of any Subsidiary or Minority Holdings is sold,
(G) the Persons holding the managerial positions of President, Chief Executive Officer and Chief Financial Officer of the Borrower shall make no longer continue to hold such managerial positions with the REMIC Payment Borrower,
(H) a majority of the Persons who hold positions on the Board of Directors of the Borrower no longer continue to hold such positions, or
(I) the Paribas Credit Agreement is either terminated or refinanced, provided that VANTAS shall be permitted to issue common Capital Stock and apply the proceeds thereof towards repayment of the loans under the Paribas Credit Agreement, (the date any of the foregoing events shall occur being the "Prepayment Date"), then the Borrower shall be required to prepay the Loans in their entirety as and if the Prepayment Date were the Termination Date and, the Credit Commitment thereupon shall be terminated. Notwithstanding anything contained in this subsection (iii) to the contrary, in the case of the sale of (x) any equity interests in any Subsidiary or Minority Holdings (other than VANTAS or OSA) described in clause (B) above or (y) Property described in clause (F) above, the Borrower shall be required to prepay the Loans in the manner set forth in the second sentence of Section 4.3(c)(ii) above only to the extent required hereunder. No Prepayment Premium of the Net Offering Proceeds or penalty (includingNet Cash Proceeds, without limitationas the case may be, any Default Prepayment Premium) shall be due received by the Borrower in connection with such sale. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid.
(iv) In the event of a contemplated merger or consolidation of VANTAS with another Person, the Borrower shall deliver written notice thereof to the Administrative Agent no less than thirty (30) days prior to the effectiveness of such transaction. Such notice shall set forth in reasonable detail all the material terms and conditions of such merger or consolidation. In the event that the terms and conditions of such transaction are not reasonably acceptable to the Administrative Agent, then, on the date of the effectiveness of such transaction, the Borrower shall be required to prepay the Loans in their entirety as if the date of the effectiveness of such transaction were the Termination Date and the Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and all other outstanding Obligations. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment made shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c4.1(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall may not be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountreborrowed.
Appears in 1 contract
Mandatory Prepayment. (a) So long as any Note remains outstanding, in the event that the Borrower receives any payment from (i) On each date on any Transfer of Purchaser Ordinary Shares or securities of SouFun beneficially owned by the Borrower or (ii) any dividend or other distributions from SouFun or the Purchaser, the Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any outstanding principal amount under such Note.
(b) So long as any Note remains outstanding, in the event that the Borrower or any of its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to request the Borrower to prepay a pro rata portion of the outstanding principal amount under such Note. For purposes of this Section 5.3(b), the pro rata portion shall mean a fraction, of which (i) the numerator is the aggregate amount of the pre-payment made by the Borrower or any of its Affiliates under the New Investor Financing and (ii) the denominator is the outstanding principal amount under the New Investor Financing.
(c) In connection with any issuance of Securities to a New Investor pursuant to the Overall Private Placements, in the event that such New Investor's Financing Ratio, if applicable, is lower than the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note(s) so that the Financing Ratio of the Lender actually receives shall be reduced to be equal to such New Investor's Financing Ratio. For purposes of this Section 5.3(c), “Financing Ratio,” with respect to a distribution Person, shall mean a fraction, of Net Proceeds relating to an Individual Continental Propertywhich (i) the numerator is the total subscription price paid by the Founder, the Borrower or any of their respective Affiliates under the Purchaser Subscription Agreement, and if Lender (ii) the denominator is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for funds paid by or sourced from such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs Person or any of Lender its Affiliates in connection with such prepayment the Overall Private Placements, including the amount under (i). For the avoidance of doubt, if a New Investor does not extend any loan to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyFounder, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance Borrower or any of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender their respective Affiliates in connection with the Overall Private Placements, such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) New Investor’s Financing Ratio shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountzero.
Appears in 1 contract
Mandatory Prepayment. (i) On each date The Series 2024 Certificates maturing on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyApril 1, 2044* and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)April 1, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof 2049* (collectively, the “Mortgage Mandatory Prepayment AmountTerm Certificates”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, subject to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory mandatory prepayment at a Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount Price equal to 100% of the Principal Portion of Basic Rent represented by the Series 2024 Certificates being prepaid, plus the Interest Portion of Basic Rent accrued to the Prepayment Date, in the following principal amounts: * Final Maturity * Final Maturity The Trustee shall in each year in which such Net Proceeds (but specifically excluding Term Certificates are to be prepaid pursuant to the Casualty Proceeds and any other proceeds on account terms of the Prior Hurricane Damage)foregoing paragraph make timely selection of such Term Certificates or portions thereof by lot and shall give notice thereof as hereinafter provided without further instructions from the City. If permitted by law, together moneys deposited in the Lease Revenue Fund in excess of amounts necessary to pay amounts representing the Principal Portions and Interest Portions with respect to the applicable Interest Shortfall and Breakage Costs and Term Certificates coming due on or prior to the actual reasonable costs of Lender next ensuing Basic Rent Payment Date may be used at any time to purchase Term Certificates in connection with such prepayment the open market, to the extent such amounts are practical, at the written instruction of the City at a price agreed to by the City not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make excess of 100% of the REMIC Payment as principal amount thereof and to pay interest accrued on such Term Certificates so purchased at the extent required hereunderspecified rate thereon to the date of purchase. No At its option, to be exercised on or before the 45th day next preceding any mandatory Prepayment Premium Date, the City may (1) deliver to the Trustee for cancellation Term Certificates in any aggregate principal amount desired or penalty (including, without limitation, any Default Prepayment Premium2) receive a credit with respect to the mandatory prepayment obligation provided above for the respective Term Certificates of the same maturity which prior to such date shall have been purchased or prepaid (other than through the operation of such mandatory prepayment provisions as aforesaid) and canceled by the Trustee and not theretofore applied against such mandatory prepayment obligation. Each Term Certificate so delivered or previously purchased or prepaid as described in the immediately preceding sentence shall be due in connection with any prepayment made credited at 100% of the principal amount thereof against the obligation to prepay Term Certificates of the same maturity on the next succeeding mandatory Prepayment Date pursuant to this Section 2.7(c) (including, without limitation, in connection with subsection and any REMIC Payment). Any excess of such amount shall be credited on future mandatory prepayment received by Lender obligations for Term Certificates pursuant to this Section 2.7(csubsection in chronological order. If the City intends to exercise the option granted by clause (1) or (2) above, the City shall, on or before the 45th day next preceding each mandatory Prepayment Date, furnish the Trustee a date other than a Monthly Payment Date shall certificate signed by an Authorized Representative indicating to what extent said provisions of clauses (1) and (2) are to be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institutioncomplied with, with respect to such interest accruing mandatory prepayment requirement and the Term Certificates to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountcanceled.*]
Appears in 1 contract
Sources: Lease Purchase Agreement
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution In the event that an Unencumbered Asset Pool Property is sold, transferred or released from the restrictions of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions Section 5.17 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale or transfer, prepay the Debt Loans in such amount as shall be required for the Borrower to remain in compliance with this Agreement. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as an Unencumbered Asset Pool Property. Sale of an Unencumbered Asset Pool Property in violation of this Section 2.10(a) shall constitute an Event of Default. Prepayments made under this Section 2.10(a) shall be applied to the amounts outstanding under the Tranche B Loan and, in the event there are no amounts outstanding thereunder, then such prepayments shall be applied pro rata to amounts outstanding under the Tranche A Loan, the Tranche C Loan and the Tranche D Loan.
(b) In addition to the payments of interest required to be made hereunder for each Tranche C Loan and Tranche D Loan, Borrower shall pay to the Administrative Agent for the benefit of the Tranche C Banks and the Tranche D Banks, an amount equal to (1) $5,000,000 on June 30, 1998, (2) $20,000,000 on September 30, 1998, and (3) $25,000,000 on December 31, 1998 (each, a "Required Amortization Payment") in partial prepayment of the aggregate Tranche C Loan and the Tranche D Loan. The Required Amortization Payments shall be applied pro rata to prepayment of the amounts outstanding under each of the Tranche C Loan and the Tranche D Loan. Any individual Tranche D Bank may waive application of its pro rata share of the Required Amortization Payment to the Tranche D Loan by notifying the Administrative Agent at least thirty (A30) days prior to the Net Proceeds up date of such Required Amortization Payment, in which event, any such payment shall be applied by the Administrative Agent to prepayment, pro rata, of amounts outstanding under the Tranche C Loan.
(c) Commencing January 1, 1999, in addition to the payments of interest required to be made hereunder with respect to the Tranche D Loan and the payments required under Section 2.10(b), Borrower shall pay annually to the Administrative Agent for the benefit of the Tranche D Banks, an amount equal to one percent (1%) of the Minimum Release Price for such Individual Continental Propertyoriginal principal amount of the Tranche D Loan Amount (each, a "Tranche D Amortization Payment"), payment of which amount shall be made in equal quarterly amounts, on the first Business Day of each calendar quarter, on each January 1, April 1, July 1 and October 1 during the Term, in partial prepayment of the Tranche D Loan.
(Bd) In the applicable Interest Shortfall and Breakage Costs and (C) event the actual reasonable costs of Lender Borrower issues commercial mortgage backed securities as described in connection the Proxy Statement with such prepayment respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelythose Real Property Assets demised under that certain Master Lease identified on Schedule 5.23 hereof, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance proceeds of an Event of Default, any Net Proceeds to such transaction shall be applied pursuant to this Section 2.7(c) hereof in excess amounts outstanding under the Tranche A Loan as of the Mortgage Mandatory Prepayment Amount date of the closing of such transaction. In the event further prepayments are required under Section 2.10(a) as a result of such transaction, then such prepayments shall be applied as follows: (Iset forth in Section 2.10(a) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerhereof .
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Credit Agreement (Ventas Inc)
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution Upon the consummation of Net Proceeds relating the Loan Refinancing prior to an Individual Continental Propertythe Maturity Date for the Bridge Notes, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt Loan in an amount equal to the aggregate then outstanding principal amount of the Loan together with accrued interest to the date of such prepayment on the principal amount prepaid and all fees, expenses and other payments due to the Lenders under the Loan Documents (Athe "Refinancing Amount"). If the Loan Refinancing is consummated prior to the consummation of the Merger, any cash then held in the Securities Account and delivered to the Administrative Agent in accordance with the Securities Account Agreement shall thereupon be applied toward such prepayment of the Loan.
(ii) In the event that the Merger shall not have been consummated in accordance with the terms set forth in Section 3.02(a) on or prior to the Exchange Date, any cash in the Securities Account which is delivered to the Administrative Agent in accordance with the Securities Account Agreement shall thereupon be applied to prepay the Loan, and the Borrowers shall pay all accrued and unpaid interest on the principal amount of the Loan so prepaid to the date of such prepayment and all fees, expenses and other payments due and payable to the holders of the Notes under the Loan Documents on such date.
(iii) Upon receipt by the Parent or any of its Subsidiaries prior to the Maturity Date for the Bridge Notes of the Net Proceeds up to an amount equal to from the Minimum Release Price for such Individual Continental Property, issuance or incurrence by the Parent or any of its Subsidiaries of any Indebtedness (Bother than Indebtedness issued or incurred as permitted by Section 5.02(b)) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount Borrowers shall be applied as follows: (I) first, to the Mezzanine Lender, prepay outstanding Notes in an amount equal to the Mezzanine Mandatory Prepayment Amount lesser of (as A) 100% of the aggregate principal amount of all Notes outstanding on the date of such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, prepayment and (IIIB) lastlythe amount of such Net Proceeds, in either case plus all accrued and unpaid interest on the principal amount of the Notes so prepaid to Borrowerthe date of such prepayment and all fees, expenses and other payments due and payable to the holders of the Notes under the Loan Documents on such date.
(iiiv) On each date on which Lender actually receives a distribution Upon receipt by the Parent or any of its Subsidiaries prior to the Maturity Date for the Bridge Notes of the Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make from the issuance or sale by the Parent or any of its Subsidiaries of any Equity Interests of any such Net Proceeds (but specifically excluding Person or from any capital contribution received by the Casualty Proceeds and Parent from any other proceeds on account Person or received by any Subsidiary of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableParent from any Person other than the Parent in a transaction permitted by Section 5.02(f), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt outstanding Notes in an amount equal to the lesser of (A) 100% of the aggregate principal amount of all Notes outstanding on the date of such prepayment and (B) the amount of such Net Proceeds (but specifically excluding Proceeds, in either case plus all accrued and unpaid interest on the Casualty Proceeds and any other proceeds on account principal amount of the Prior Hurricane DamageNotes so prepaid to the date of such prepayment and all fees, expenses and other payments due and payable to the holders of the Notes under the Loan Documents on such date.
(v) Upon receipt by the Parent or any of its Subsidiaries prior to the Maturity Date for the Bridge Notes of the Net Proceeds from any Asset Sale (other than Asset Sales permitted under clauses (iii) through (vi) of Section 5.02(c)), together with the applicable Interest Shortfall and Breakage Costs and Borrowers shall prepay outstanding Notes in an amount equal to the actual reasonable costs lesser of Lender in connection with (A) 100% of the aggregate principal amount of all Notes outstanding on the date of such prepayment and (B) the amount of such Net Proceeds.
(vi) Nothing contained in this Section 2.05(b) shall affect any of the Borrowers' Obligations under Section 5.02 or permit the Parent or any of its Subsidiaries to the extent such amounts are not paid issue or incur Indebtedness, issue or sell any Equity Interests or to Lender sell any Property other than in accordance with Article 7 hereof.
Section 5.02. Prepayments described in paragraphs (iiii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty through (including, without limitation, any Default Prepayment Premiumv) of this Section 2.05(b) shall be due allocated among all the Notes at the time outstanding in connection with any prepayment made pursuant to this Section 2.7(c) (includingproportion, without limitationas nearly as practicable, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountunpaid principal amounts thereof not theretofore called for prepayment or redemption.
Appears in 1 contract
Sources: Loan Agreement (Inamed Corp)
Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of shall receive any Net Proceeds relating to an Individual Continental Property, and if Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not required otherwise make available or deliver to and does not make Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs (if applicable) and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Len▇▇▇ ▇▇ a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, paid to Borrower.
(ii) On each date on which . During the continuance of an Event of Default, Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of order or priority as Lender may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Yield Maintenance Premium, Default Yield Maintenance Premium or other premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation.
(ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Yield Maintenance Premium, Default Yield Maintenance Premium or other penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment.
(iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Len▇▇▇ ▇▇rees to deliver (A) a UCC-3 financing statement termination or amendment releasing Len▇▇▇’▇ security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Lender relating to each Unencumbered Borrower, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.
Appears in 1 contract
Sources: Loan Agreement (Industrial Logistics Properties Trust)
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to The Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, will immediately prepay the Debt in an amount equal to Revolving Loans at any time when the aggregate principal amount of (A) all Revolving Loans plus the Net Proceeds up to an amount equal to outstanding amounts of all Letter of Credit Obligations exceeds the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) firstBorrowing Base, to the Mezzanine Lenderfull extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in the amount of such excess, which cash collateral shall be deposited in an amount equal interest bearing account maintained by the Administrative Agent and, provided that no Event of Default shall have occurred and be continuing, returned to the Mezzanine Mandatory Prepayment Amount (Borrower, at such time as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with aggregate Letter of Credit Obligations plus the Mezzanine Loan Documents, and (III) lastly, to Borroweraggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding The Borrower will immediately prepay the Casualty Proceeds and any other proceeds on account outstanding principal amount of the Prior Hurricane Damage) available to Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason, including the termination of the Total Revolving Credit Commitment on the Final Maturity Date, unless the Total Revolving Credit Commitment terminates on the Final Maturity Date and the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)obtains a new revolving credit facility in an amount, in each case, in accordance with the applicable from a lender and on such other terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, an intercreditor arrangement between the lender providing such revolving credit facility and the Collateral Agent) as are acceptable to the Collateral Agent in its sole discretion, in which case, any Default Prepayment Premium) shall Term Loans not required to be due in connection with any prepayment made paid pursuant to other provisions of this Section 2.7(cAgreement may remain outstanding.
(iii) (includingThe Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, without limitationto the payment, in connection with any REMIC Payment). Any prepayment received by Lender whole or in part, of the outstanding Revolving Loans.
(iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Loan Fiscal Year ended March 31, 2001 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall prepay the outstanding principal of the Term Loans in an interest bearing, Eligible Account at an Eligible Institution, with amount equal to 50% of the Excess Cash Flow of the Borrower for such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountFiscal Year.
Appears in 1 contract
Mandatory Prepayment. (a) The Borrower shall be required to prepay the Construction/Term Loans (or, in the case of any prepayments pursuant to (x) clause (i) On each date on below to the extent that the Event of Loss for which Lender actually receives such Loss Proceeds were received also resulted in an Event of Default or (y) in the case of a distribution sale of Net all or substantially all of the assets of the Borrower pursuant to clause (ii) below, to prepay the Revolving Loans pro rata with the Construction/Term Loans) in accordance with Section 9.7 (Application of Collateral Proceeds relating to the Senior Secured Obligations Prior to an Individual Continental PropertyEnforcement Action) of the Collateral and Intercreditor Agreement (but subject to Section 4.10(i)) with the applicable Senior Lenders’ ratable share of the Mandatory Prepayment Portion of the following:
(i) Loss Proceeds, to the extent that the aggregate amount of such Loss Proceeds previously received by the Borrower over the term of this Agreement and if Lender not applied for mandatory prepayment exceeds $75,000,000 and such Loss Proceeds are not applied in accordance with Section 9.2(b) (Loss Proceeds) of the Collateral and Intercreditor Agreement;
(ii) Asset Sale Proceeds, to the extent such Asset Sale Proceeds result from any Asset Sale that is not required permitted by Section 9.3;
(iii) the net proceeds of any Replacement Debt allocated by the Borrower in accordance with Section 2.4(b)(ii) (Replacement Debt) of the Common Terms Agreement; provided, that, from and after April 1, 2025, such amount in this clause (iii) shall be allocated on a pro rata basis between the outstanding Construction/Term Loans hereunder and the outstanding “Construction/Term Loans” under and as defined in the TCF Credit Agreement and the amount of Construction/Term Loans prepayable hereunder will be reduced accordingly;
(iv) if the conditions applicable to and does making a Distribution set forth in Section 9.10(a) have not make been satisfied for four consecutive Quarterly Payment Dates, funds on deposit in the P1 Distribution Reserve Account on such Net Proceeds available to Borrower for Restoration fourth Quarterly Payment Date or for disbursement as Rent Loss Proceeds (as applicablethe date specified in Section 4.11(d), in each caseif applicable, (after effecting any transfers therefrom on or prior to such date in accordance with the P1 Accounts Agreement);
(v) all Performance Liquidated Damages payments to the Borrower that are in excess of $75,000,000, to the extent that such Performance Liquidated Damages are not used to (A) make any indemnity payments owed to any Material Project Party |US-DOCS\137622719.74|| pursuant to any Designated Offtake Agreement as a result of the applicable terms performance shortfall, (B) complete or repair the Project facilities in respect of which Performance Liquidated Damages were paid, or (C) reimburse Voluntary Equity Contributions to the extent such Voluntary Equity Contributions were used to fund any amounts payable by the Borrower and conditions hereofreferred to in the foregoing clauses (A) and (B); and
(vi) all Termination Payments to the Borrower that are in excess of $75,000,000, to the extent such Termination Payments are not used to (A) rectify the damages or losses suffered under the relevant Material Project Document resulting from such breach by such Material Project Party or (B) reimburse Voluntary Equity Contributions to the extent such Voluntary Equity Contributions were used to fund any amounts payable by the Borrower and referred to in the foregoing clause (A).
(b) The Borrower shall, at Lender’s optionif applicable, prepay make prepayments of Senior Loans and cancel Senior Loan Commitments as may be required upon the Debt occurrence of an LNG Sales Mandatory Prepayment Event in an amount equal accordance with Section 8.5(e).
(c) With respect to each prepayment of the Senior Loans to be made pursuant to this Section 4.10, on the date required pursuant to Section 9.7 (Application of Collateral Proceeds to the aggregate Senior Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement, the Borrower shall pay to the P1 Administrative Agent the amount determined in accordance therewith, which shall be applied as follows:
(i) first, on a pro rata basis to the payment to the Senior Lenders to be prepaid pursuant to Section 4.10(a) of (A) accrued but unpaid interest and fees on the Net Proceeds up Senior Loans to an amount equal to the Minimum Release Price for such Individual Continental Property, be prepaid and (B) any additional amounts required to be paid under Section 5.5 in connection with such prepayment;
(ii) second, on a pro rata basis, for the prepayment to the applicable Interest Shortfall and Breakage Costs and Senior Lenders for the prepayment of principal of the Senior Loans to be prepaid pursuant to Section 4.10(a); and
(Ciii) third, if any Revolving Loans are being prepaid or would be prepaid if any Revolving Loans were outstanding, any remainder of the actual reasonable costs proceeds required to be applied to prepayment in accordance with this Section 4.10, to the cash collateralization of Lender up to 102% of all Revolving LC Exposures of the Revolving Lenders.
(d) The Borrower (i) shall either (A) concurrently with any mandatory prepayment pursuant to this Section 4.10, pay to the Senior Secured IR Hedge Counterparties the P1 IR Hedge Termination Amounts payable in respect of any portion of the Senior Secured IR Hedge Transactions required to be terminated in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof Section 9.7(c) (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance Application of an Event of Default, any Net Collateral Proceeds to be applied pursuant the Senior Secured Obligations Prior to this an Enforcement Action) or Section 2.7(c10(g) hereof in excess (Application of Replacement Debt to the Senior Secured Obligations) of the Mortgage Mandatory Prepayment Amount shall be applied Collateral and Intercreditor Agreement (as follows: applicable) and Section 4.18 or Section 4.19 (Ias applicable) first, to the Mezzanine Lender, in or (B) |US-DOCS\137622719.74||
(1) reserve an amount equal to 105% of the Mezzanine Mandatory Prepayment Amount (P1 IR Hedge Termination Amounts reasonably projected as of such term is defined in the Mezzanine Loan Documents), date of prepayment to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding be payable by the Casualty Proceeds and Borrower in respect of any other proceeds on account portion of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender Senior Secured IR Hedge Transactions terminated in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofSection 9.7(c) (Application of Collateral Proceeds to the Senior Secured Obligations Prior to an Enforcement Action) or Section 10(g) (Application of Replacement Debt to the Senior Secured Obligations) of the Collateral and Intercreditor Agreement (as applicable) and Section 4.18 or Section 4.19 (as applicable) and (2) (x) within thirty days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties the P1 IR Hedge Termination Amounts payable in respect of any portion of the Senior Secured IR Hedge Transactions required to be terminated in connection with such prepayment in accordance with Section 9.7(c) (Application of Collateral Proceeds to the Senior Secured Obligations Prior to an Enforcement Action) or Section 10(g) (Application of Replacement Debt to the Senior Secured Obligations) of the Collateral and Intercreditor Agreement (as applicable) and Section 4.18 or Section 4.19 (as applicable) and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Senior Loans that were subject to such mandatory prepayment and (ii) may either (A) concurrently with such mandatory prepayment under this Section 4.10, pay to the Senior Secured IR Hedge Counterparties the P1 IR Hedge Termination Amounts payable in respect of any portion of the Senior Secured IR Hedge Transactions are permitted to be terminated in connection with such prepayment in accordance with Section 10(g) (Application of Replacement Debt to the Senior Secured Obligations) of the Collateral and Intercreditor Agreement and Section 4.19 or (B) (1) reserve an amount equal to 105% of the P1 IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable in connection with such prepayment as a result of terminations of Senior Secured IR Hedge Transactions that are permitted in accordance with Section 10(g) (Application of Replacement Debt to the Senior Secured Obligations) of the Collateral and Intercreditor Agreement and Section 4.19 and (2) (x) within thirty days of the date of such prepayment, pay to the Senior Secured IR Hedge Counterparties the P1 IR Hedge Termination Amounts payable in respect of any Senior Secured IR Hedge Transactions permitted to be terminated in connection with such prepayment in accordance with Section 10(g) (Application of Replacement Debt to the Senior Secured Obligations) of the Collateral and Intercreditor Agreement and Section 4.19 and (y) on the date of such payment of the last such P1 IR Hedge Termination Amounts pursuant to clause (x) above, apply any amounts not applied to the payment of P1 IR Hedge Termination Amounts to the principal of the Senior Loans that were subject to such prepayment.
(e) Mandatory prepayments of the principal of the Construction/Term Loans will be applied (i) in the case of mandatory prepayments pursuant to Section 4.10(a)(iii), Section 4.10(a)(v), Section 4.10(a)(vi), or Section 4.10(b), pro rata against all remaining scheduled amortization payments in respect of the applicable Construction/Term Loans, (ii) in the case of all other mandatory prepayments, in inverse order of maturity, and (iii) in the case of mandatory prepayments pursuant to Section 4.10(a)(iii), (A) to outstanding Construction/Term Loans under Tranche A until all such outstanding Construction/Term Loans shall have been prepaid and (B) thereafter to all other outstanding Construction/Term Loans. |US-DOCS\137622719.74||
(f) The Borrower shall make the REMIC Payment as and provide notice (each a “Replacement Debt Prepayment Notice”) to the extent required hereunderP1 Administrative Agent of any anticipated mandatory prepayment pursuant to Section 4.10(a)(iii) by no later than 1:00 pm on the second Business Day prior to the date of such anticipated mandatory prepayment, which notice the P1 Administrative Agent shall promptly forward to each Senior Lender on the same day that it is received from the Borrower; provided, that such notice of prepayment by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or debt instruments, in which case such notice may be revoked by the Borrower (by notice to the P1 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each Specified Senior Lender may, by notice to the P1 Administrative Agent in writing or by telephone (confirmed in writing) no later than 5:00 pm one Business Day after receipt of a Replacement Debt Prepayment Notice elect to decline all (but not less than all) of such Replacement Debt with respect to the anticipated mandatory prepayment of its outstanding Construction/Term Loans pursuant to Section 4.10(a)(iii) (such declined prepayment amounts, the “Declined Replacement Debt Proceeds”). The aggregate amount of Declined Replacement Debt Proceeds shall be allocated to the Non-Declining Senior Lenders on a pro rata basis in accordance with the aggregate amount of their respective outstanding Construction/Term Loans; provided, that, if the amount of Declined Replacement Debt Proceeds exceeds the aggregate amount of outstanding Construction/Term Loans held by the Non-Declining Senior Lenders (such excess amounts (if any), the “Excess Replacement Debt Proceeds”), the Excess Replacement Debt Proceeds shall be allocated to the Specified Senior Lenders that have declined Replacement Debt on a pro rata basis in accordance with the aggregate amount of their respective outstanding Construction/Term Loans.
(g) Amounts of any Senior Loans prepaid pursuant to this Section 4.10 may not be reborrowed.
(h) No Prepayment Premium premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due payable in connection with any prepayment made under this Section 4.10.
(i) Any prepayments pursuant to this Section 2.7(c4.10(a)(iii) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) Senior Loans prior to the extent no Event prepayment of Default then existsany Replacement Debt, but Supplemental Debt, or Working Capital Debt not consisting of Senior Loans.
(j) In the event that a Trigger Period then existsmandatory prepayment of Senior Secured Debt is triggered pursuant to Section 4.10(b) and the Borrower does not have sufficient cash available pursuant to the P1 Accounts Agreement to make such mandatory prepayment, deposited the P1 Collateral Agent (at the direction of the P1 Intercreditor Agent) shall draw on each Distribution LC and Distribution Guaranty in-full and deposit the proceeds of such draws into the Cash Management P1 Debt Prepayment Account.
Appears in 1 contract
Sources: Credit Agreement (NextDecade Corp)
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an the Plaza del Sol Property or any Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds (but, with respect to the Plaza del Sol Property, specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage (Plaza del Sol)) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for the Plaza del Sol Property or such Individual Continental Property, as applicable, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds (but, with respect to the Plaza del Sol Property, specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage (Plaza del Sol)) to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (IIIII) lastlysecond, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual a Puerto Rico Portfolio Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Loan Agreement (Retail Value Inc.)
Mandatory Prepayment. (i) On each In case of receipt by the Borrower of any Net Debt Incurrence Proceeds, the Borrower shall prepay the Loans, concurrently with and on the same Business Day of (or on such other date on which Lender actually receives a distribution acceptable to the Required Lenders) the receipt of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine LenderIncurrence Proceeds, in an amount equal to the Mezzanine Mandatory Prepayment Amount lesser of (as such term is defined in x) the Mezzanine Loan Documents)aggregate principal of, to be applied in accordance with and interest on, the Mezzanine Loan DocumentsLoans then outstanding, and (IIIy) lastly, to Borrowerthe aggregate amount of such Net Debt Incurrence Proceeds.
(ii) On each date on which Lender actually receives a distribution In case of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and during any other proceeds on account fiscal year of the Prior Hurricane Damage) available to Borrower for Restoration Borrower, in excess of U.S.$25,000,000 (or for disbursement as Rent Loss Proceeds (as applicablethe Dollar Equivalent thereof), individually or in each casethe aggregate, in accordance connection with any Disposition or series of Dispositions by the applicable terms and conditions hereofBorrower or any of its Subsidiaries (other than Excluded Dispositions) made during such fiscal year of the Borrower (the amount of such excess, the “reference Net Asset Sale Proceeds amount”), the Borrower shall, at Lender’s optionor shall cause such Subsidiary to, prepay the Debt Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Required Lenders) the receipt of such Net Asset Sale Proceeds, in an amount equal to 100% the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the product of (A) the aggregate amount of such reference Net Asset Sale Proceeds amount and (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofB) 0.50.
(iii) In case of receipt by the Borrower or any of its Subsidiaries of any Concessionaire Disposition Proceeds, the Borrower shall, or shall cause such Subsidiary to, prepay the Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Required Lenders) the receipt of such Concessionaire Disposition Proceeds, in an amount equal to the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Concessionaire Disposition Proceeds.
(iv) In case of receipt by ▇▇▇▇▇▇▇ of any ▇▇▇▇▇▇▇ Sale Proceeds, the Borrower shall make prepay the REMIC Payment as Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Required Lenders) the receipt by ▇▇▇▇▇▇▇ of such ▇▇▇▇▇▇▇ Sale Proceeds, in an amount equal to the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such ▇▇▇▇▇▇▇ Sale Proceeds.
(v) In the event a Change in Control occurs, the Borrower shall, concurrently with and on the same day of the occurrence of such Change in Control (or on such other date acceptable to the Required Lenders), prepay all Loans then outstanding.
(vi) In the event the Gasoducto Sur Peruano Concession Agreement is terminated or cancelled for any reason, the Borrower shall, in the case of clause (A) below, concurrently with and on the same day of the occurrence of such termination or cancellation (or on such other date acceptable to the Required Lenders) and in the case of clause (B) below, concurrently with and on the same day of the credit rating downgrade set forth therein (or on such other date acceptable to the Required Lenders), prepay all Loans then outstanding, if, and only to the extent required hereunder. No Prepayment Premium that, (A) the credit rating of the Borrower by at least two of S&P, Fitch or penalty (including▇▇▇▇▇’▇ is not “BB-” or “Ba3,” as applicable, without limitationor higher, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateday of the occurrence of such termination or cancellation, with or (B) a downgrade to any interest on credit rating of the Borrower by S&P, Fitch or Moody’s results after the occurrence of such funds (I) termination or cancellation, but only to the extent that no Trigger Period and no Event such downgrade occurs as a result of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountsuch termination or cancellation.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives If a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender Credit Facility is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with accelerated following the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance occurrence of an Event of Default, any Net Proceeds Borrower shall immediately pay to be applied pursuant Agent, for payment to this Section 2.7(c) hereof each Lender in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) firstaccordance with its respective Pro Rata Share, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory sum of: (i) all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Amount (Fee as such term is defined specified in the Mezzanine Loan Documents), to be applied in accordance with Credit Facility Schedule for the Mezzanine Loan DocumentsCredit Facility being prepaid, and (IIIiv) lastlyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to Borrower.
be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (iiA) On each on the date on which Lender actually any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of [***] in respect of assets upon which Agent maintained a distribution Lien, an amount equal to [***] of Net Proceeds relating such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an Individual Puerto Rico Propertyamount equal to [***] of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to [***] (other than with respect to losses of property comprised of Inventory and Clinical Trial Materials, as to which no dollar limit shall apply) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and if Lender is not required (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to and does not make such Net Proceeds (but specifically excluding Agent, for the Casualty Proceeds and any other proceeds ratable benefit of the Lenders, on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofObligations.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Credit and Security Agreement (Biocryst Pharmaceuticals Inc)
Mandatory Prepayment. (ia) On each date If, on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyany day, the “Mortgage Mandatory Prepayment Amount”). Except during Total Outstanding Amount exceeds either the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Available Loan Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, as a result of an Investor becoming an Excluded Investor) or the maximum amount permitted to be incurred under any Default Borrower Party’s Constituent Documents or this Credit Agreement (in each case, a “Excess Amount Prepayment PremiumEvent”), then on the earlier of (i) shall be due in connection with a Responsible Officer of any prepayment made pursuant Borrower Party obtaining knowledge of a Excess Amount Prepayment Event or (ii) written demand from Administrative Agent, the applicable Borrower Party will pay on demand to this Section 2.7(c) (includingAdministrative Agent, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of BorrowerLenders, an amount sufficient that, after giving effect to such prepayment and shall any Capital Calls to fund it, the Total Outstanding Amount would no longer exceed the Available Loan Amount or the maximum amount permitted to be applied by Lender on incurred under any Borrower Party’s Constituent Documents or this Credit Agreement, as applicable (such amount, the next Monthly Payment Date“Mandatory Prepayment Amount”) in immediately available funds: (A) promptly (but in no event later than two Business Days after such demand or obtaining such knowledge), with any interest on to the extent such funds are available in a Collection Account or other bank or securities account of a Borrower Party; and (IB) within 15 Business Days of demand or obtaining such knowledge to the extent that no Trigger Period it is necessary for Borrowers to issue Capital Call Notices to fund such required payment (and no Event Borrowers must issue such Capital Call Notices during such time, and pay such excess immediately after the Capital Contributions relating to such Capital Call Notices are received). If requested by Administrative Agent, concurrently with the satisfaction of Default then existsthe Mandatory Prepayment Amount by Borrowers, paid Borrowers will deliver a Borrowing Base Certificate (after giving effect to such prepayment).
(b) As soon as the Board of Trustees of the Initial Borrower makes the decision to IPO (the “IPO Prepayment Event”)
(i) the Initial Borrower shall immediately notify the Administrative Agent of such decision; and (IIii) a Lender shall not be obliged to fund any Loan and the Administrative Agent shall notify the Borrower Parties that all Commitments will be cancelled and the Total Outstanding Amount shall become due and payable (A) promptly (but in no event later than two Business Days after such demand or obtaining such knowledge), to the extent no Event such funds are available in a Collection Account or other bank or securities account of Default then existsa Borrower Party; and (B) within 15 Business Days of demand or obtaining such knowledge to the extent that it is necessary for Borrowers to issue Capital Call Notices to fund such required payment (and Borrowers must issue such Capital Call Notices during such time, but and pay such excess immediately after the Capital Contributions relating to such Capital Call Notices are received) (each of the Excess Amount Prepayment Events and the IPO Prepayment Events being a Trigger Period then exists, deposited into the Cash Management Account“Mandatory Prepayment Event”).
Appears in 1 contract
Sources: Revolving Credit Agreement (Sound Point Direct Lending BDC)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to The Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, shall prepay the Loans ratably in accordance with the applicable terms and conditions hereofaggregate outstanding principal balances thereof, with the Net Proceeds of: (i) any direct or indirect public offering or private placement of the Permanent Securities, or any other debt or equity securities of the Borrower, any Guarantor or any direct or indirect parent holding company of the Borrower shall, at Lender’s option, prepay issued after the Debt in an amount equal to the aggregate of Closing Date other than (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Propertyany issuance of directors' qualifying shares, (B) any issuance or sale of common stock (or common stock equivalents) or options to purchase common stock (or common stock equivalents) of the applicable Interest Shortfall Borrower to officers and Breakage Costs employees under employee benefit or compensation plans, (ii) the incurrence of any other Indebtedness by the Borrower, any of its Subsidiaries or any direct or indirect parent holding company of the Borrower (excluding Jupiter) after the Closing Date (other than (x) Indebtedness permitted to be incurred under the Credit Facility pursuant to Section 4.16(a) and (Cy) Indebtedness of the actual reasonable costs Borrower owed to and held by a Wholly Owned Subsidiary of Lender the Borrower and Indebtedness of a Wholly Owned Subsidiary of the Borrower owed to and held by the Borrower or another Wholly Owned Subsidiary of the Borrower) and (iii) any Asset Disposition by the Borrower or any of its Subsidiaries after the Closing Date (other than an Asset Disposition permitted under Section 4.19(c)) (each of the transactions in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof foregoing clauses (collectivelyi), the “Mortgage Mandatory Prepayment Amount”(ii) and (iii), a "Capital Markets Transaction"). Except during The Borrower shall, not later than the continuance of an Event of Defaultfourth Business Day following any Capital Markets Transaction, any apply such Net Proceeds to be applied prepay the Loans pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first2.4, without premium or penalty, by paying to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Lender's pro rata share of the Prior Hurricane Damage)aggregate principal amount of the Loans to be prepaid, together with the applicable Interest Shortfall plus accrued and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment unpaid interest thereon to the extent such amounts are not paid Prepayment Date.
(b) Subject to Lender and in accordance with Article 7 hereof.
(iii) Section 4.29, in the event of any Change of Control, the Borrower shall make offer to prepay the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Loans pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account4.29.
Appears in 1 contract
Mandatory Prepayment. (a) If a Borrower Change of Control or Borrower Change of Ownership occurs:
(i) On each date on which Lender actually receives a distribution the Borrower shall promptly notify the Facility Agent upon becoming aware of Net Proceeds relating to an Individual Continental Property, and that event or if Lender is not required to and does not make the Facility Agent otherwise becomes aware of such Net Proceeds available to event the Facility Agent shall notify the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.accordingly;
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of Facility Agent shall promptly notify the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Lenders thereof;
(iii) no Lender shall be obliged to fund any Utilisation; and
(iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the event the Facility Agent shall, by not less than five Business Days’ notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.
(b) If at any time after the Final Completion Date the Tangible Net Worth of the Guarantor is less than US$1,000,000,000:
(i) the Borrower shall make promptly notify the REMIC Payment as Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly;
(ii) the Facility Agent shall promptly notify the Lenders thereof;
(iii) no Lender shall be obliged to fund any Utilisation; and
(iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the event the Facility Agent shall, by not less than 45 days’ notice to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, cancel the Commitment of that Lender and shall declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be applied by Lender on the next Monthly Payment Date, with any interest on cancelled and all such funds (I) to the extent that no Trigger Period outstanding amounts will become immediately due and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountpayable.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives So long as any Revolving A Loan is outstanding or the Bank shall have any Revolving A Commitment hereunder, the Borrowers will, unless the Bank shall otherwise consent in writing, maintain as collateral security for the Revolving A Loans, accrued interest thereon and the other related Obligations, Triarc Collateral with an Adjusted Triarc Collateral Value in excess of the unpaid principal balance of the Revolving A Loans and accrued interest thereon. If at any time the Bank determines that the aggregate principal amount of the outstanding Revolving A Loans equals or exceeds an amount equal to the Revolving A Margin Call Percentage of the Triarc Collateral Value, the Borrowers will, upon five (5) days' written notice from the Bank, either (A) prepay the Revolving A Loans by an amount sufficient such that, after such prepayment, the aggregate principal amount of the outstanding Revolving A Loans does not exceed the amount equal to the Revolving A Advance Percentage of the Triarc Collateral Value or (B) provide for a distribution of Net Proceeds relating grant to an Individual Continental Propertythe Collateral Agent, as collateral security for the Revolving A Loans, accrued interest thereon and the other related Obligations, a perfected, first priority security interest in, and if Lender lien on, additional collateral that is in such amounts and having such market values, liquidity, volatility, marketability and other characteristics as the Bank may in its sole discretion determine to be acceptable and sufficient to cause, after the grant of such additional security interest, the aggregate principal amount of the outstanding Revolving A Loans and accrued interest thereon not required to exceed the amount equal to the sum of (I) the Revolving A Advance Percentage of the then current Triarc Collateral Value, plus (II) the loan value assigned by the Bank (in its sole discretion) to any other Collateral provided to the Collateral Agent pursuant to clause (B) above (and does not make in connection with such Net Proceeds available grant, the Borrowers will execute and deliver such agreements, instruments, legal opinions and other documents as the Bank may reasonably request). Without limiting the generality of the foregoing, it is hereby understood and agreed that the Bank shall have no obligation whatsoever to Borrower for Restoration accept additional shares of Triarc stock as collateral, whether to satisfy any obligation of the Borrowers that may arise under this Section 2.1(d) or for disbursement as Rent Loss Proceeds otherwise.
(as applicable)ii) If on any date (A) the sum of the aggregate principal amount of outstanding Revolving A Loans exceeds (B) the amount of the Revolving A Commitment, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall immediately prepay the Debt Revolving A Loans in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofexcess.
(iii) If the shares of the Triarc Class A Common Stock shall cease to be listed on the New York Stock Exchange or the American Stock Exchange or included for trading on the NASDAQ Stock Market/National Market System (a "Delisting Event"), the Bank may at any time upon obtaining knowledge of the occurrence (or future occurrence) of such event decrease the Revolving A Advance Percentage and the Revolving A Margin Call Percentage (in either case, to such percentage as the Bank may in its sole and absolute discretion determine). The decrease of the Revolving A Advance Percentage shall be effective on the later to occur of (i) one Business Day after the Bank gives either Borrower notice of such decrease, or (ii) any Delisting Event, and the decrease in the Revolving A Margin Call Percentage shall make be effective on the REMIC Payment as and later to occur of (i) 20 Business Days after the Bank gives either Borrower notice of such decrease or (ii) any Delisting Event.
(iv) Each prepayment shall be accompanied by the payment of accrued interest to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any date of such prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, amount prepaid and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) subject to the extent that no Trigger Period and no Event provisions of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 2.10.
Appears in 1 contract
Sources: Pledge and Security Agreement (Triarc Companies Inc)
Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Provided that the Revolving Credit Agreement shall have been repaid in full, in each casethe event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, in accordance with transferred or released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.
(b) Provided that the Revolving Credit Agreement shall have been repaid in full, in the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually If at any time from and after the Closing Date, the Company, RMOP, the Borrower, or any of its Consolidated Subsidiaries receives a distribution proceeds from the sale or refinancing of Net Proceeds relating to an Individual Continental Propertyunencumbered Project, and if Lender is not the Borrower and/or RMOP shall be required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with prepay a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loan in an amount equal to the aggregate Net Cash Proceeds received; provided that RMOP shall only be obligated to apply Net Cash Proceeds from the sale or refinancing of an unencumbered Project owned by RMOP to prepay RMOP Revolving Credit Obligations. If at any time from and after the Closing Date: (Ai) the Net Proceeds up Company, RMOP or the Borrower merges or consolidates with another Person and the Company, RMOP or Borrower, as the case may be, is not the surviving entity, or (ii) the Company, the Borrower, any of its Affiliates or consolidated Subsidiaries or the Management Company ceases to an amount equal provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "Prepayment Date"), the Borrower and/or RMOP, as the case may be, shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitment thereupon shall be terminated; provided that RMOP shall not be liable to make any payment in excess of the RMOP Revolving Credit Obligations, and provided further that in the case of a merger or consolidation of RMOP pursuant to clause (i), RMOP shall have no further right to request Loans or Letters of Credit hereunder. The Borrower and RMOP shall immediately make such prepayment together with interest accrued to the Minimum Release Price for such Individual Continental Property, (B) date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Interest Shortfall Lender; provided that RMOP shall not be liable to make any payment in excess of the RMOP Revolving Credit Obligations together with interest thereon, and Breakage Costs RMOP shall not be responsible to return or cause to be returned any Letters of Credit other than Letters of Credit issued for its account. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower and (C) the actual reasonable costs of Lender RMOP shall also pay any applicable expenses pursuant to Section 5.2(f); provided that RMOP shall not be liable for any such payment other than any such payments incurred in connection with the RMOP Revolving Credit Obligations. Each such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c4.1(d) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, other than amounts prepaid pursuant to the Mezzanine Lenderfirst sentence of this Section 4.1(d)) may not be reborrowed. As used in this Section 4.1(d) only, in an amount equal to the Mezzanine Mandatory Prepayment Amount phrase "sells, transfers, assigns or conveys" shall not include (as such term is defined in the Mezzanine Loan Documents)i) sales or conveyances among Borrower or RMOP and any of their consolidated Subsidiaries, to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico mortgages or other security interests secured by Real Property or other Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (iA) On each Any funds not applied to Equipment Costs and remaining in the Escrow Account on the earlier of (1) the expiration of the Acquisition Period or (2) the date on which Lender actually receives a distribution Lessee delivers to Lessor the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from the Escrow Account (such amounts remaining in the Escrow Account on the earlier of Net such dates, referred to as the “Excess Proceeds”) and/or (B) any Surety Bond Proceeds relating that are not applied to an Individual Continental Property, the payment and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, performance of the Vendor’s obligations in accordance with the applicable terms related Vendor Agreement: shall be applied by Lessor on each successive Rental Payment Date thereafter to all or a portion of the Rental Payment due and conditions hereof, Borrower shall, at Lender’s option, prepay owing in the Debt in an amount equal to the aggregate of succeeding twelve (A12) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall months and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such any remaining amounts shall be applied by Lessor as prepayment to the extent such amounts are not paid to Lender remaining unpaid Principal Portion owing hereunder in accordance with Article 7 hereof (collectivelythe inverse order of Rental Payment Dates, on the following terms: first, the “Mortgage Mandatory Prepayment Amount”). Except during portion of the continuance Excess Proceeds or Surety Bond Proceeds, as the case may be, that is equal to 5% or less of an Event the original aggregate principal component of Defaultall Rental Payments under this Agreement shall be applied to prepay principal components of Rental Payments at a price of 100% of such prepaid principal components plus accrued interest thereon at the Contract Rate to the prepayment date; and second, any Net remaining Excess Proceeds to or Surety Bond Proceeds, as the case may be, if any, shall be applied to further prepay the principal component of Rental Payments at a price of 102% of such prepaid principal components plus accrued interest thereon at the Contract Rate to the prepayment date. In connection with any prepayment pursuant to this Section 2.7(c) hereof in excess 4.05, Lessee shall pay the prepayment premium and interest portion of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, Rental Payments accrued to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as prepayment date on such term is defined in the Mezzanine Loan Documents), principal portion to be applied in accordance with prepaid from funds other than the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderExcess Proceeds. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in In connection with any partial prepayment made pursuant of Rental Payments, Lessor shall prepare a new Payment Schedule and deliver the same to this Section 2.7(c) (includingthe Lessee, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date which shall be held by Lender as collateral security for the Loan in an interest bearingbinding, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountabsent manifest error.
Appears in 1 contract
Sources: Equipment Lease/Purchase Agreement
Mandatory Prepayment. (i) On each CERTAIN PROCEEDS OF ASSET SALES. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales of at least $20,000,000, not later than the fifth Business Day following the date on which Lender actually receives of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a distribution mandatory prepayment of Net Proceeds relating to an Individual Continental Propertyprincipal of FIRST, Swing Line Loans, SECOND, after all Swing Line Loans have been paid in full, Unpaid Drawings, and THIRD, after all Unpaid Drawings have been paid in full, Revolving Loans; PROVIDED, that if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Propertyno Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (B) the applicable Interest Shortfall Borrower and Breakage Costs its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 359 days, and (C) the actual reasonable costs Borrower notifies the Administrative Agent of Lender the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in connection with such Consolidated Capital Expenditures during such 359 day period, THEN no such prepayment shall be required to the extent of the amount of such amounts are Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If at the end of any such 359 day period any portion of such Net Cash Proceeds has not paid to Lender in accordance with Article 7 hereof (collectivelybeen so reinvested, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess Borrower will immediately make a prepayment of the Mortgage Mandatory Prepayment Amount principal of FIRST, Swing Line Loans, SECOND, after all Swing Line Loans have been paid in full, Unpaid Drawings, and THIRD, after all Unpaid Drawings have been paid in full, Revolving Loans. Notwithstanding the foregoing, the Borrower shall be applied as follows: (I) first, not in any event permit to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount exist Excess Proceeds (as such term is defined in the Mezzanine Loan DocumentsPublic Notes Indenture), unless at such time the Borrower is permitted to be applied redeem Public Notes under section 9.10 hereof and the Borrower does in accordance with fact make an Asset Sale Offer (as defined in the Mezzanine Loan Documents, and (IIIPublic Notes Indenture) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account redeem Public Notes as contemplated by section 4.10 of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), Public Notes Indenture in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of any such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExcess Proceeds.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of shall receive any Net Proceeds relating to an Individual Continental Property, and if Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not required otherwise make available or deliver to and does not make Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof hereof, excluding any Breakage Costs (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by L▇▇▇▇▇ as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, paid to Borrower.
(ii) On each date on which . During the continuance of an Event of Default, Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of order or priority as Lender may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Premium or other premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation.
(ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Prepayment Premium or other penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment.
(iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, L▇▇▇▇▇ agrees to deliver (A) a UCC-3 financing statement termination or amendment releasing L▇▇▇▇▇’s security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Lender relating to each Unencumbered Borrower, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.
Appears in 1 contract
Sources: Loan Agreement (Industrial Logistics Properties Trust)
Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on which Lender actually receives either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a distribution majority of Net Proceeds relating to an Individual Continental Propertythe board of directors of the Company, and if Lender is the majority of its senior management, immediately prior to the merger do not required continue as directors of the surviving entity, or do not continue to and does not make such Net Proceeds available to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets in a single transaction or a series of related transactions, the book value of which (computed in accordance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, in accordance with transfers, assignments, foreclosures, or conveyances exceeds 30% of the applicable terms and conditions hereofCapitalization Value, Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (Aiv) the Net Proceeds up Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an amount equal ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the Minimum Release Price for such Individual Continental Property, (B) date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Interest Shortfall Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and Breakage Costs and (C) the actual reasonable costs of Lender in Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c4.1(d) hereof may not be reborrowed. As used in excess of this Section 4.1(d) only, the Mortgage Mandatory Prepayment Amount phrase “sells, transfers, assigns or conveys” shall be applied as follows: not include (Ii) firstsales or conveyances among Borrower and any Consolidated Businesses, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico mortgages secured by Real Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. The outstanding Obligations shall be subject to mandatory prepayment as follows:
(ia) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds [Intentionally omitted].
(as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal b) [Intentionally omitted].
(c) Subject to the aggregate terms of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of DefaultIntercreditor Agreement, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory received from a Prepayment Amount Event, whether or not a Cash Control Event then exists, shall be applied as follows: (I) first, paid over to the Mezzanine Lender, in an amount equal Administrative Agent on the date of receipt by the Borrowers and shall be utilized to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)Loans, together with the applicable Interest Shortfall and Breakage Costs and payment of any prepayment premium or Make Whole Amount required by SECTION 2.17, in the actual reasonable costs order of Lender priority set forth in connection with SECTION 7.4, as applicable. The Administrative Agent shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received. If all Loans are paid in full (including any prepayment premium or Make Whole Amount required to be paid pursuant to SECTION 2.17), any excess Net Proceeds shall be remitted to the extent Borrowers.
(d) In the event of any mandatory prepayment, other than as a result of an event described in clause (d) of the definition of Prepayment Event consisting of a public offering and sale of common stock of the Borrower for an amount per share equal to or greater than $10.00, any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand or telecopier) at least one Business Day prior to such prepayment, to decline all or any portion of any such mandatory prepayment.
(e) All amounts are not paid required to Lender be applied to all Loans hereunder shall be applied ratably in accordance with Article 7 hereofeach Lender’s Pro Rata Share (unless otherwise agreed by the Lenders).
(iiif) Borrower Upon the Termination Date, the Borrowers shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitationpay, in connection with any REMIC Payment). Any prepayment received full and in cash, all outstanding Loans and all other outstanding Obligations then owing by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrowers.
Appears in 1 contract
Sources: Credit Agreement (Zale Corp)
Mandatory Prepayment. (a) Upon each receipt by the Borrower of claim proceeds with respect to a Total Loss of the Sulfide Project or the Current Operations, the Borrower shall within 30 days after such receipt apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders.
(b) Upon each receipt by the Borrower of the proceeds of property Insurance for physical loss or damage (which shall not include any sum paid in settlement of a liability to a third party nor any sum representing the proceeds of business interruption Insurance), the Borrower shall promptly deposit all such proceeds into the Proceeds Account and:
(i) On Subject to paragraph (f) below, if the proceeds so received are in excess of US$10 million but not more than US$100 million, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower (x) intends to use such proceeds for the repair, reconstruction or replacement of the lost or damaged property, or to replenish the Proceeds Account to the extent of any such repair, reconstruction or replacement expenses actually paid with funds credited to the Proceeds Account and (y) notifies to the Administrative Agent in writing within 30 days after receipt of such proceeds its plans for the repair, reconstruction or replacement of the lost or damaged property or the status of implementation of such plans if already started; and
(ii) If the proceeds so received are in excess of US$100 million, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower submits a plan for the use of such proceeds to the Administrative Agent and the Independent Engineer within 30 days of receipt and such plan is approved by the Administrative Agent (acting upon instructions from the Majority Facility Lenders, taking into consideration the nature of the loss, the reasonableness of the Borrower's plan and the Outstanding Advance Amount and the ability to pay the Senior Facility Loans Obligations as and when they become due), provided that such approval shall be deemed given in the absence of a response from the Administrative Agent within 30 days from receipt of the Borrower's request for approval.
(c) Upon each date on which Lender actually receives a distribution receipt by Borrower of Net expropriation proceeds in connection with an expropriation by the Peruvian government of any of its asset or assets, the Borrower shall promptly deposit all such expropriation proceeds into the Proceeds relating Account and:
(i) Subject to paragraph (f) below, if the proceeds so received are in excess of US$10 million but below US$100 million, except if such proceeds related to an Individual Continental expropriation of Non-Replaceable Property, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower (x) intends to use such proceeds for the replacement of the expropriated property or to replenish the Proceeds Account to the extent of any replacement expenses actually paid with funds credited to the Proceeds Account and (y) notifies to the Administrative Agent in writing within 30 days after receipt of such proceeds its plans for the replacement of the expropriated property or the status of implementation of such plans if Lender already started; and
(ii) If the proceeds so received are in excess of US$100 million or in excess of US$10 million but relate to an expropriation of Non-Replaceable Property, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower submits a plan for the use of such proceeds to the Administrative Agent and the Independent Engineer within 30 days of receipt and such plan is not required approved by the Administrative Agent (acting upon instructions from the Majority Facility Lenders, taking into consideration the nature of the loss, the reasonableness of the Borrower's plan and the Outstanding Advance Amount and the ability to pay the Senior Facility Loans Obligations as and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicablewhen they become due), provided that such approval shall be deemed given in each casethe absence of a response from the Administrative Agent within 30 days from receipt of the Borrower's request for approval.
(d) If 90 days after the making of the Advance made on or immediately prior to the Availability Period End Date, in accordance with proceeds thereof have not been fully applied to the applicable terms and conditions hereofpayment of Project Costs, the Borrower shall, at Lender’s optionwithin 30 days, apply such remaining proceeds to prepay the Outstanding Advance Amounts of the Senior Facility Lenders.
(e) The Borrower may also be required to prepay the Outstanding Advance Amounts of one or several Senior Facility Lenders as and when contemplated in Section 3.12.
(f) During the Continuance of a Borrower Event of Default, but prior to delivery of an Enforcement Direction, the application of the proceeds in clauses (b)(i) and (c)(i) of this Section 3.06 shall be subject to the delivery by the Borrower, and approval by the Administrative Agent, of a plan for the use of such proceeds as provided in clauses (b)(ii) and (c)(ii), as applicable, of this Section 3.06; provided, however, that upon delivery of a Borrower Enforcement Direction the direction contained therein shall apply.
(g) On the Debt Buy-Down Closing Date, the Borrower shall prepay the Outstanding Advance Amounts of the Senior Facility Lenders in an amount equal to the difference between the Retired Principal Senior Loan Amount and the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Purchased Principal Senior Loan Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, purchased and (III) lastly, to Borrowerpaid for by all Parent Companies.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (i) The Borrower will immediately prepay the Loans at any time when the aggregate principal amount of all Loans exceeds the then extant Borrowing Base, to the full extent of any such excess. On each date day that any Loans are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Loans outstanding on which Lender actually receives such day.
(ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan and the Delayed Draw Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason.
(iii) [intentionally omitted].
(iv) [intentionally omitted].
(v) Immediately upon receipt of any proceeds of any Disposition by the Borrower (or a distribution sale of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration all or for disbursement as Rent Loss Proceeds (as applicablesubstantially all of the assets of a Portfolio Company), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal amount of the Revolving Loans in an amount equal to the aggregate 100% of (A) the Net Cash Proceeds up to an amount equal to received by the Minimum Release Price for such Individual Continental Property, Borrower (Bor the Portfolio Company in the case of a sale of all or substantially all of its assets) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment Disposition (or the Portfolio Company in the case of a sale of all or substantially all of its assets). Nothing contained in this clause (v) shall permit the Borrower to make a Disposition of any property other than a Permitted Disposition.
(vi) Upon the extent such amounts are not paid to Lender in accordance with Article 7 hereof issuance or incurrence by the Borrower of any Indebtedness (collectivelyother than Permitted Indebtedness), or the sale or issuance by the Borrower of any shares of its Capital Stock, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Revolving Loans in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by the Borrower in connection therewith. The provisions of this subsection (as such term is defined in the Mezzanine Loan Documents), vi) shall not be deemed to be applied in accordance with implied consent to any such issuance, incurrence or sale otherwise prohibited by the Mezzanine Loan Documents, terms and (III) lastly, to Borrowerconditions of this Agreement.
(iivii) On each date on which Lender actually receives a distribution Upon the receipt by the Borrower or any of Net Proceeds relating to an Individual Puerto Rico Propertyits Subsidiaries of any Extraordinary Receipts, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrower shall prepay the outstanding principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Revolving Loans in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and Extraordinary Receipts, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with collecting such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipts.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Financing Agreement (Compass Group Diversified Holdings LLC)
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution The Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of Net Proceeds relating all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations plus the aggregate amount of all Indebtedness of the Loan Parties in respect of Third Party Letters of Credit exceeds the result of the Total Revolving Credit Commitment, to an Individual Continental Property, and if Lender is not required to and does not make the full extent of any such Net Proceeds available to excess. If at any time after the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance has complied with the applicable terms and conditions hereoffirst sentence of this 0, the aggregate Letter of Credit Obligations is greater than the Total Revolving Credit Commitment, the Borrower shall, at Lender’s option, prepay shall provide cash collateral to the Debt Administrative Agent in an amount equal to 102.5% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the Total Revolving Credit Commitment.
(Aii) The Borrower will immediately prepay the Net Proceeds up to an outstanding principal amount equal to of the Minimum Release Price Term Loan in the event that the Total Revolving Credit Commitment is terminated for such Individual Continental Propertyany reason, but not until all Revolving Loan Obligations and Letter of Credit Obligations are first paid in full (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment or, to the extent such amounts Obligations are not paid to Lender in accordance with Article 7 hereof (collectivelycontingent, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, such Obligations are cash collateralized in an amount equal to 102.5% of the Mezzanine Mandatory Prepayment Amount aggregate undrawn amount of all outstanding Letters of Credit).
(as such term is defined iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Mezzanine Loan Documents)Administrative Agent's Account, to be applied the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans.
(iv) Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to 0, the Borrower shall prepay the Obligations in accordance with Section 2.05(d) in an amount equal to 100% of the Mezzanine Net Cash Proceeds received by such Person in connection with such Disposition. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Net Cash Proceeds received by such Person in connection with such Disposition shall not be required to be so applied to the extent (A) the Borrower delivers to the Agents promptly following such Disposition a certificate stating that a Loan Documents, Party or a Subsidiary thereof intends to use such Net Cash Proceeds to consummate a Permitted Acquisition within two hundred and seventy (270) days of receipt of such Net Cash Proceeds and (IIIB) lastlysuch Person in fact reinvests such Net Cash Proceeds within such two hundred and seventy (270) day period. Pending such reinvestments, such Loan Party shall (1) apply such Net Cash Proceeds as a prepayment of the applicable Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment (and the Administrative Agent shall, concurrently with such prepayment, establish and maintain a reserve against the applicable Total Revolving Credit Commitment in an amount equal to Borrowersuch prepayment) and (2) after the Revolving Loans have been prepaid, the remainder of such Net Cash Proceeds shall be deposited in a cash collateral account in which the Collateral Agent has a perfected first priority security interest for the benefit of the Agents, the Lenders and the Bank Product Providers. Any Net Cash Proceeds not so reinvested shall be applied to permanently prepay the Loans. Nothing contained in this subsection (iv) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with 0.
(iiv) On each date on which Lender actually receives a distribution Upon the issuance or incurrence by any Loan Party or any of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds its Subsidiaries of any Indebtedness (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicablethan Permitted Indebtedness), in each caseor the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (excluding shares of Capital Stock issued to employees and management personnel of any Loan Party), the Borrower shall prepay the Obligations in accordance with Section 2.05(d) in an amount equal to 100% of the applicable Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection 0 shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions hereofof this Agreement.
(vi) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall, at Lender’s option, shall prepay the Debt Obligations in accordance with Section 2.05(d) in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and Extraordinary Receipts, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with collecting such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipts.
(iiivii) Borrower shall make If the REMIC Payment Parent were to terminate the services of Nadal Management, Inc. and ▇▇▇▇▇ ▇▇▇▇▇ without "Cause" (as defined in the Management Services Agreement), and a successor Chief Executive Officer reasonably acceptable to the extent required hereunder. No Collateral Agent (acting in good faith) is not appointed by the Parent's Board of Directors within four (4) months of such termination without Cause (the "Replacement Period"), the Required Lenders may, during the two (2) month period following the end of the Replacement Period, notify the Borrower that the Required Lenders have elected to terminate this Agreement and require the Borrower, effective on the eight (8) month anniversary of the end of the Replacement Period, to prepay the Obligations in full in cash (including either (A) providing cash collateral to be held by the Administrative Agent in an amount equal to 102.5% of the aggregate undrawn amount of all outstanding Letters of Credit or (B) causing the original Letters of Credit to be returned to the Administrative Agent).
(viii) For the avoidance of doubt, no Applicable Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due paid in connection with any prepayment made pursuant to in accordance with this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment2.05(c). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution [intentionally omitted].
(ii) The Borrower will immediately prepay the outstanding principal amount of Net Proceeds relating the Term Loans in the event that the Foothill Loan Agreement is terminated for any reason; provided, however, that if the Indebtedness under the Foothill Loan Agreement is refinanced by another lender or lenders, this clause (ii) shall not require the immediate prepayment of the outstanding amount of the Term Loans so long as (i) such refinancing is pursuant to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereofthat are satisfactory to the Agents, such determination of satisfaction not to be unreasonably withheld or delayed, (ii) such refinancing is pursuant to terms that are not less favorable to the Loan Parties and the Lenders than the terms of the Indebtedness owed to Foothill, (iii) such lender or lenders providing such refinancing Indebtedness (or an agent on behalf thereof) enters into an intercreditor agreement with Collateral Agent substantially in the form of Exhibit I-2, (iv) after giving effect to such refinancing, the amount of such refinancing Indebtedness is not greater than the Maximum Priority First Lien Loan Amount, and (v) concurrent with the execution and delivery of the loan documents relative to such refinancing, the Loan Parties execute and deliver an acknowledgement that this clause (ii) shall thereafter be applicable with respect to the refinancing Indebtedness.
(iii) [intentionally omitted].
(iv) [intentionally omitted].
(v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (a), (d), (e) and (f) of the definition of Permitted Dispositions), the Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal amount of the Loans in an amount equal to (a) 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (Aand not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Dispositions in any Fiscal Year, minus (b) the amount of such Net Cash Proceeds up applied to an the repayment of the Foothill Indebtedness (such repayment to effect a permanent repayment of such Indebtedness (with a commensurate and permanent reduction of the commitments thereunder), except in any case where the prepayment results from the sale or other disposition of a Loan Party or a division of a Loan Party and such sale includes Accounts or Inventory of such Loan Party, in which case a portion of the prepaid amount equal to the Minimum Release Price for book value of the Accounts and Inventory included in such Individual Continental Property, sale or other disposition shall be paid against the revolving credit facilities included in the Foothill Loan Agreement (Bwithout effecting a permanent repayment thereof and without effecting a reduction in the commitments thereunder) with the applicable Interest Shortfall balance of the amount prepaid effecting a permanent repayment of the Foothill Indebtedness (with a commensurate and Breakage Costs permanent reduction of the commitments thereunder). Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition.
(vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) — (s) of the definition of Permitted Indebtedness) or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (exclusive of the Qualified Issuance and (C) exclusive of amounts received by the actual reasonable costs Loan Parties pursuant to the exercise of Lender in connection with such prepayment stock options issued to employees of the Loan Parties pursuant to a stock option plan approved by the Board of Directors of the Borrower and only to the extent such amounts are that the Net Cash Proceeds received therefrom do not paid to Lender in accordance with Article 7 hereof (collectivelyexceed $2,000,000 during any 12 month period), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to (a) 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection therewith, minus (as b) the amount of such term is defined Net Cash Proceeds applied to the permanent repayment of the Foothill Indebtedness (including, in the Mezzanine Loan Documentscase of amounts applied to revolving credit facilities, a permanent reduction in the commitments thereunder), . The provisions of this subsection (vi) shall not be deemed to be applied in accordance with implied consent to any such issuance, incurrence or sale otherwise prohibited by the Mezzanine Loan Documents, terms and (III) lastly, to Borrowerconditions of this Agreement.
(iivii) On each date on which Lender actually receives a distribution Upon the receipt by any Loan Party or any of Net Proceeds relating to an Individual Puerto Rico Propertyits Subsidiaries of any Extraordinary Receipts, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrower shall prepay the outstanding principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to (a) 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, minus (b) the amount of such Net Cash Proceeds (but specifically excluding applied to the Casualty Proceeds and any other proceeds on account permanent repayment of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty Foothill Indebtedness (including, without limitationin the case of amounts applied to revolving credit facilities, any Default Prepayment Premium) shall be due a permanent reduction in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Paymentthe commitments thereunder). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Financing Agreement (Metalico Inc)
Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each date day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on which Lender actually receives a distribution such day. If at any time after the Borrower has complied with the first sentence of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicablethis Section 2.05(c)(i), in each casethe aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay shall provide cash collateral to the Debt Administrative Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base.
(Aii) [Intentionally omitted]
(iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Net Proceeds up Administrative Agent’s Account, to an the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans.
(iv) In the event that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries (excluding cash or Permitted Investments that is pledged to secure Permitted Indebtedness or other obligations of the Borrower or its Subsidiaries not prohibited under this Agreement) exceeds at any time $250,000, the Borrower shall immediately prepay the outstanding principal of the Revolving Loans in the amount equal to such excess.
(v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (other than a Permitted Disposition of the Minimum Release Price for such Individual Continental Propertytype described in clauses (b), (Bc) the applicable Interest Shortfall and Breakage Costs and (Ci) of the actual reasonable costs definition of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyPermitted Dispositions), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding principal amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection with such Disposition; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to the extent that the amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, vi) and (IIIvii) lastly, of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to Borrowermake a Disposition of any property other than a Permitted Disposition.
(iivi) On each date on which Lender actually receives Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (i), inclusive, of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, other than pursuant to a distribution plan of reorganization that is acceptable to the Lenders, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds relating received by such Person in connection therewith; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to an Individual Puerto Rico Property, and if Lender is not required to and does not make the extent that the amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (but specifically excluding v) and (vii) of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereofof this Agreement.
(vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal of the Loans in an amount equal to 100% of such Net Proceeds (but specifically excluding Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided that so long as no Event of Default has occurred and is continuing, the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such foregoing prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower obligation shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) only apply to the extent that no Trigger Period the amount of such Extraordinary Receipts received by the Loan Parties and no Event of Default then exists, paid to Borrower their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (v) and (IIvi) to of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year.
(viii) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of the extent no Event of Default then existsLoans in full or part, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower shall prepay the Loans in full without premium or penalty on the 45th day following the Entry Date in the event the Final Bankruptcy Court Order shall not have been entered on or before such date.
Appears in 1 contract
Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, the Borrower merges or consolidates with another Person and if Lender the Borrower is not required to and does not make such Net Proceeds available to the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, in accordance with transfers, assignments, foreclosures, or conveyances exceeds 30% of the applicable terms and conditions hereofCapitalization Value, Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (Aiv) the Net Proceeds up Borrower or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an amount equal ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Revolving Credit Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the Minimum Release Price for such Individual Continental Property, (B) date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in Lender. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(cSECTION 4.1(d) hereof may not be reborrowed. As used in excess of this SECTION 4.1(d) only, the Mortgage Mandatory Prepayment Amount phrase "sells, transfers, assigns or conveys" shall be applied as follows: not include (Ii) firstsales or conveyances among Borrower and any Consolidated Businesses, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico mortgages secured by Real Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. On the first (1st) Payment Date occurring after the fourth (4th) anniversary of the Closing Date (the "Mandatory Prepayment Date"), Borrower shall be required to prepay in whole the Debt, unless Borrower shall have satisfied each of the following terms and conditions on or prior to the Mandatory Prepayment Date:
(a) no Event of Default shall be continuing on the Mandatory Prepayment Date;
(b) if the Interest Rate Cap Agreement is scheduled to mature on or prior to the Mandatory Prepayment Date, Borrower shall obtain and deliver to Lender not later than the first day following the Mandatory Prepayment Date (provided that the form of such Replacement Interest Rate Cap shall have been delivered to Lender not later than ten (10) Business Days prior to the first day following the Mandatory Prepayment Date), one or more Replacement Interest Rate Cap Agreements at the Strike Price from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day following the Mandatory Prepayment Date and shall have a maturity date not earlier than the Maturity Date;
(c) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the Mandatory Prepayment Date shall not be less than 1.45:1.00, provided that Borrower shall have the right on the Mandatory Prepayment Date to repay a portion of the Loan on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan based on the respective original principal amounts of the Loan, the Mortgage Loan and each Other Mezzanine Loan in an amount necessary to cause the foregoing Debt Service Coverage Ratio requirement to be satisfied;
(d) Borrower shall have delivered to Lender as of the Mandatory Prepayment Date an Officer's Certificate in form reasonably acceptable to Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer's Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time or are no longer true and correct as a result of factual circumstances or events that have occurred subsequently, provided such circumstances and events that have occurred subsequently do not constitute a Default or an Event of Default that is continuing;
(i) On each date on which Lender actually receives a distribution Each of Net Proceeds relating to an Individual Continental PropertyMortgage Borrower and Maryland Owner, First Mezzanine Borrower, Second Mezzanine Borrower and Third Mezzanine Borrower shall have contemporaneously extended the term of the Mortgage Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan, respectively, and if Lender is (ii) each of the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower shall have satisfied the conditions set forth in Section 2.4.4 of the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement, respectively, such that they are not required to and does not make such Net Proceeds available repay their respective Mezzanine Loan; and
(f) Borrower shall have paid to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual Lender all reasonable costs of incurred by Lender in connection with such prepayment to the extent such amounts are not paid to Lender requirements set forth in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c2.4.4 (including reasonable attorneys' fees) hereof in excess of the Mortgage Mandatory Prepayment Amount shall excluding any Spread Maintenance Premium, prepayment penalty or breakage fees which might otherwise be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerdue.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Loan Agreement (Hcp, Inc.)
Mandatory Prepayment. (a) The Borrower shall prepay, with three (3) Business Days’ prior written notice to the Credit Facility Agent, the Term Loans as and when required under Section 3.4 (Mandatory Prepayments) and Section 3.7 (Pro Rata Payment) of the Common Terms Agreement.
(b) The Borrower shall prepay, with three (3) Business Days’ prior written notice to the Credit Facility Agent, the Working Capital Loans or LC Loans in accordance with Section 3.4 (Mandatory Prepayments) and Section 3.7 (Pro Rata Payment) of the Common Terms Agreement solely in the following circumstances:
(i) On each date on which Lender actually receives other than LC Loans incurred to fund a distribution reimbursement obligation with respect to a drawing under a Letter of Net Proceeds relating Credit, as needed to an Individual Continental Propertycomply with Section 4.03(a) (Repayment of Working Capital Advances); provided that, and if Lender is for the avoidance of doubt, the Borrower shall not be required to cause any issued and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate outstanding Letters of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds Credit to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.cancelled or returned;
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds Section 3.4(a)(iii) (but specifically excluding the Casualty Proceeds and any other proceeds on account Mandatory Prepayments - LNG SPA Prepayment Events) of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Common Terms Agreement;
(iii) Borrower shall make in accordance with Section 3.4(a)(vi) (Mandatory Prepayments - Illegality) of the REMIC Payment Common Terms Agreement as a result of the occurrence of an Illegality Event with respect to a Working Capital Lender; and
(iv) in accordance with Section 3.4(a)(x) (Mandatory Prepayments - Replacement Debt) of the Common Terms Agreement in the event and to the extent required hereunderthe #102238149v5 additional debt triggering such prepayment has been incurred to replace such Working Capital Loans and/or LC Loans. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Working Capital Commitments shall be due cancelled in connection with any prepayment made pursuant to this Section 2.7(cthe case of the mandatory prepayments set forth in clauses (ii) and (iv) above as provided in Sections 3.4(a)(iii) (includingMandatory Prepayments - LNG SPA Prepayment Events) and 3.4(a)(x) (Mandatory Prepayments - Replacement Debt) of the Common Terms Agreement, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrowerrespectively, and shall be applied by Lender on suspended in the next Monthly Payment Date, with any interest on such funds case of the mandatory prepayment set forth in clause (Iiii) to above as provided in Section 3.4(a)(vi) (Mandatory Prepayments - Illegality) of the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountCommon Terms Agreement.
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shallIf, at Lender’s optionany time, prepay the Debt sum of the aggregate -------------------- principal amount of outstanding Revolving Loans plus the Letter of Credit Usage exceeds the Revolving Commitment then in effect, the Borrowers shall immediately repay Revolving Loans in an amount equal to the aggregate excess; provided, however, that -------- ------- if after repayment pursuant to this subsection of (A) all Revolving Loans then outstanding, the Net Proceeds up Letter of Credit Usage shall exceed the Revolving Commitment then in effect, the Borrowers shall immediately deliver to the Agent, to hold as cash collateral as security for the obligations of the Borrowers to reimburse the Issuing Bank for the amount of any drawings honored under any outstanding Letters of Credit, an amount such that the Letter of Credit Usage minus that ----- amount that is less than or equal to the Minimum Release Price Revolving Commitment then in effect; provided that in lieu of furnishing such cash collateral as aforesaid, the -------- Borrowers may deliver outstanding Letters of Credit for cancellation, so that the resulting Letter of Credit Usage is less than or equal to the Revolving Commitment then in effect. If, at any time after such Individual Continental Propertycash collateral is delivered to the Agent, the Revolving Commitment then in effect exceeds (Bi) the applicable Interest Shortfall and Breakage Costs aggregate principal amount of Revolving Loans outstanding (ii) the Letter of Credit Usage minus the cash collateral delivered to the Agent, then a portion of ----- the cash collateral held by the Agent for the purposes described above shall be paid to the Borrowers immediately, in the amount by which the Revolving Commitment exceeds the sum of clauses (i) and (Cii) the actual reasonable costs of Lender in connection with such prepayment specified above. Any amount delivered to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Agent pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with bearing account established by the Agent and any interest paid on such interest accruing account shall be paid by the Agent to the benefit Borrowers promptly following receipt thereof by the Agent; provided, however, that noting herein shall require the Agent to -------- ------- obtain any particular rate of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountaccount.
Appears in 1 contract
Mandatory Prepayment. Borrowers shall not permit the sum of (i) On each date on which Lender actually receives a distribution the aggregate amount of Net Proceeds relating Letter of Credit Obligations plus (ii) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility at any time to an Individual Continental Propertyexceed the then current Availability. Borrowers agree, jointly and if Lender is not required severally, to and does not make such Net Proceeds available payments to Borrower for Restoration Agent on the Loans outstanding under the Revolving Credit Facility which are necessary to cure any such excess within two (2) Business Days after the occurrence thereof. To the extent that any payment made under the previous sentence is insufficient to cause the Letter of Credit Obligations to be equal to or for disbursement as Rent Loss Proceeds (as applicable)less then the Availability, in each caseBorrowers agree, in accordance jointly and severally, to immediately deposit with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in Agent an amount of cash equal to the aggregate entire Letter of Credit Obligation with respect to one or more Letters of Credit which are causing the deficiency (which, for this purpose, shall be deemed to be Cash Collateralized Letters of Credit) in the Cash Collateral Account. To the extent that one or more Cash Collateralized Letter(s) of Credit expire (and are not drawn upon) and are not extended or are otherwise terminated without any continuing liability to Agent, the Issuing Lender or Lenders, which results in the sum of (Ai) the Net Proceeds up to an aggregate principal amount equal to of Loans outstanding under the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
Revolving Credit Facility plus (ii) On each date on which Lender actually receives a distribution the aggregate amount of Net Proceeds relating Letter of Credit Obligations being equal to an Individual Puerto Rico Propertyor less than the Availability as of such date, and if Lender is not required Agent shall refund the cash held in the Cash Collateral Account with respect to and does not make such Net Proceeds Cash Collateralized Letter of Credit to the Borrowers within five (but specifically excluding 5) Business Days less any Letter of Credit Fees applicable thereto. In addition, following any such deposit of cash in the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shallCash Collateral Account, at Lender’s option, prepay any time and from time to time that the Debt in an sum of
(i) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility plus (ii) the aggregate principal amount of Letter of Credit Obligations becomes equal to 100% or less than the sum of (x) the Availability plus (y) the amount of cash held in the Cash Collateral Account as of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)date, together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment Agent shall refund to the extent Borrowers within (5) Business Days a sum of cash held in the Cash Collateral Account equal to such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderexcess less any Letter of Credit Fees applicable thereto. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Lender shall be due under an obligation to make Loans under the Revolving Credit Facility or to issue any Letter of Credit during the period that any such excess described in connection with any prepayment made pursuant to the first sentence of this Section 2.7(c3.2(C) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for exists or would result from the making of an additional Loan in under the Revolving Credit Facility or issuing an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit additional Letter of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountCredit.
Appears in 1 contract
Mandatory Prepayment. (ia) On each Borrower shall not Transfer the Mortgaged Property or any part thereof or interest therein or permit the Mortgaged Property or any part thereof or interest therein to be the subject of a Transfer, unless the Capital Event Proceeds (and, if necessary, any contributions from the principals of the Borrower necessary to make the payments required hereunder) are deposited in the Collection Account and such Capital Event Proceeds (and contributions, if applicable) are applied on the date of deposit in the Collection Account to repay the Indebtedness in full (including (1) all accrued interest on which Lender actually receives a distribution of Net Proceeds relating the Principal Indebtedness to an Individual Continental Propertybut excluding the next succeeding Payment Date, (2) the Yield Maintenance Amount, if any, and (3) other amounts then due under the Loan Documents). Notwithstanding, the foregoing, Borrower may Transfer the Mortgaged Property subject to the Loan Agreement, the Mortgage and the other Loan Documents, provided (1) if Lender is a securitization of the Note by the Agent has not required occurred, Borrower obtains the prior written approval of the Agent with respect to and does not make such Net Proceeds available to Borrower for Restoration the purchaser in its reasonable discretion or for disbursement as Rent Loss Proceeds (as applicable)if a securitization of the Note by the Agent has occurred, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay rating agencies have confirmed that such Transfer shall not adversely affect the Debt in an amount equal to the aggregate rating of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender any securities issued in connection with such prepayment to transaction and (2) Borrower delivers an assumption of the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyNote, this Agreement and the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds Loan Documents and pays or causes to be applied pursuant to this Section 2.7(cpaid an assumption fee of one percent (1%) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, outstanding Principal Indebtedness and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution all of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual Agent's reasonable costs of Lender expenses incurred in connection with such prepayment Transfer.
(b) Except as otherwise provided in Section 2.12(f) in the event Loss Proceeds are required to be made available for restoration pursuant to this Agreement and excluding Loss Proceeds which Borrower is obligated to turn over to tenants or other third persons pursuant to applicable law, in the event of a casualty or a Taking of the Mortgaged Property, in whole or in part, Borrower shall cause all such Loss Proceeds otherwise payable with respect to the extent such amounts are not paid Mortgaged Property to Lender be deposited directly into the Collection Account in accordance with Article 7 hereofSection 2.12(a)(iii) and prior to the next succeeding Payment Date may request in writing that Collateral Agent apply such Loss Proceeds to make a voluntary prepayment pursuant to Section 2.6 on any Business Day. If the Borrower shall not have elected to make the voluntary prepayment as described in the preceding sentence, on the Payment Date occurring immediately following the Collection Period during which such Loss Proceeds were received, such Loss Proceeds shall be applied solely to make the payments required pursuant to item (y) of clause first of Section 2.12(b) of this Agreement.
(iiic) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium Upon payment or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for of the Loan in an interest bearingfull, Eligible Account at an Eligible Institution, with such interest accruing Borrower shall pay to the benefit of BorrowerLenders, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) in addition to the extent that no Trigger Period amounts specified in Section 2.6, Section 2.7 and no Event of Default Section 2.12, as applicable, all other amounts then exists, paid to Borrower due and (II) payable to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into Lenders pursuant to the Cash Management AccountLoan Documents.
Appears in 1 contract
Sources: Loan Agreement (First Union Real Estate Equity & Mortgage Investments)
Mandatory Prepayment. (i) On each date If the Borrower receives any cash proceeds of the Zohar I Collateral, then on which or before the second (2nd) Business Day after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender actually receives a distribution of Net Proceeds relating for deposit into the Collection Account and on the first Interest Payment Date thereafter, the Lender shall (A) use all such cash proceeds to an Individual Continental Propertypay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and if (B) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining proceeds; provided that any such cash proceeds received by the Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on the applicable terms Interest Payment Date after such Interest Payment Date.
(ii) If the Borrower receives any cash proceeds of the ▇▇▇▇▇ ▇▇ Collateral, then on or before the second (2nd) Business Day after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and conditions hereofon the first Interest Payment Date thereafter, the Lender shall (A) use the ▇▇▇▇▇ ▇▇ Prepayment Percentage of such cash proceeds (the “▇▇▇▇▇ ▇▇ Prepayment Proceeds”) to (x) first, pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and (y) second, prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining ▇▇▇▇▇ ▇▇ Prepayment Proceeds; and (B) pay the Borrower cash in the amount of the MBIA Corp. Percentage of such cash proceeds. Any cash proceeds described in this clause (c)(ii) that are received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on the Interest Payment Date after such Interest Payment Date.
(iii) If, on the last day of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending June 30, 2019 (x) the Borrower’s Available Liquidity exceeds $100,000,000 and (y) the Borrower’s Statutory Surplus exceeds $250,000,000, the Borrower shall, at Lender’s optionfollowing the submission of its statutory financial statement for such quarter to NYDFS, prepay promptly seek approval or non-disapproval from NYDFS (“NYDFS Approval”) to make a prepayment under this Section 2.04(c)(iii) and, on or before the Debt second (2nd) Business Day after (A) receipt of NYDFS Approval or (B) if no notice of disapproval is received from NYDFS, 30 days (or such longer time period as may be (i) reasonably necessary to respond to requests from NYDFS for additional information or documents in connection with such request for approval or (ii) requested by NYDFS in reviewing such request for approval) after the Borrower requested approval from NYDFS, the Borrower shall deliver cash in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal Cash Sweep Amount to the Minimum Release Price Lender for such Individual Continental Propertydeposit into the Collection Account and, (B) on the applicable first Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyPayment date thereafter, the “Mortgage Mandatory Prepayment Lender shall apply such cash to (AA) accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and then (BB) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with the remaining Cash Sweep Amount”). Except during In the continuance event the NYDFS objects to or otherwise prevents any portion of an Event of Default, any Net Proceeds to be applied pursuant to the payments described in this Section 2.7(c) hereof in excess 2.04(c)(iii), the Borrower shall, subject to NYDFS Approval to make such payment, pay all approved portions of the Mortgage Mandatory Prepayment Cash Sweep Amount, as provided for herein. Any portion of the Cash Sweep Amount that is received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, clauses (AA) and (IIIBB) lastly, to Borrower.
(ii) On each date hereof on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with after such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Interest Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Credit Agreement (Mbia Inc)
Mandatory Prepayment. (ia) On each If a portion of the Property is damaged or destroyed, and such damage or destruction would otherwise result in an abatement of all or a portion of the Base Rental Payments as provided in Section 3.06 hereof, and the City elects, pursuant to Section 5.01 hereof, to apply legally available funds to the prepayment of Base Rental Payments pursuant to this subsection rather than repairing or replacing the portion of the Property so damaged or destroyed, then, such legally available funds of the City, shall be applied to the prepayment of the principal components of the Base Rental Payments, at a prepayment price equal to the amount of the principal components so prepaid, plus the interest components related thereto accrued to the date of such prepayment, together with a premium equal to 2% of the amount of the principal components so prepaid. Such legally available funds shall be applied to such prepayment on the Base Rental Payment Date first occurring after the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Propertythe City gave, and if Lender is not or was required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casegive, in accordance with the applicable terms and conditions subsection (a) of Section 5.01 hereof, Borrower shall, at Lender’s option, prepay written notice to the Debt Corporation of such election by the City. Such legally available funds shall be applied to such prepayment of each principal component of the Base Rental Payments in an amount equal to the aggregate amount by which such principal component would be abated as a result of such damage or destruction pursuant to Section 3.06 hereof.
(Ab) If Net Condemnation Proceeds are received by the City and, pursuant to subsection (b) of Section 5.01 hereof, such Net Condemnation Proceeds up are required to an amount be applied to the prepayment of Base Rental Payments, such Net Condemnation Proceeds shall be applied to the prepayment of the principal components of the Base Rental Payments, at a prepayment price equal to the Minimum Release Price for such Individual Continental Propertyamount of the principal components so prepaid, (B) plus the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment interest components related thereto accrued to the extent date of such amounts are not paid prepayment, together with a premium equal to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess 2% of the Mortgage Mandatory Prepayment Amount amount of the principal components so prepaid. Such Net Condemnation Proceeds shall be applied as follows: (I) first, to such prepayment on the Mezzanine Lender, in an amount equal to Base Rental Payment Date first occurring after the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Propertythe City gave, and if Lender is not or was required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casegive, in accordance with the applicable terms and conditions subsection (b) of Section 5.01 hereof, Borrower shall, at Lender’s option, prepay written notice to the Debt in an amount equal to 100% Corporation of the receipt of such Net Condemnation Proceeds. Such Net Condemnation Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on to such prepayment of each principal component of the next Monthly Payment Date, with any interest on such funds (I) Base Rental Payments in proportion to the extent that no Trigger Period and no Event amount by which such principal component is abated as a result of Default then exists, paid such condemnation pursuant to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 3.06 hereof.
Appears in 1 contract
Sources: Lease Agreement
Mandatory Prepayment. (a) The Borrowers shall be required to prepay the Loans:
(i) On each date on which Lender actually receives a distribution within three (3) Business Days of Net Proceeds relating to an Individual Continental Propertyreceipt by any Borrower of any Project Document Termination Payments, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate such Project Document Termination Payments;
(ii) within three (3) Business Days of (A) the Net Proceeds up to receipt by any Borrower of any Condemnation Proceeds, an amount equal to such Condemnation Proceeds;
(iii) within three (3) Business Days of receipt by any Borrower of any Insurance Proceeds, an amount equal to such Insurance Proceeds;
(iv) within three (3) Business Days of receipt by any Borrower of any Net Cash Proceeds (not constituting Insurance Proceeds or Condemnation Proceeds) of any Disposition (including the Minimum Release Price sale of all or substantially all the assets of the Debtors) an amount equal to such Net Cash Proceeds; and
(v) within one (1) Business Day of receipt of the Net Cash Proceeds derived from the following occurrence, if at any time prior to the repayment in full of all Obligations, including subsequent to the confirmation of any reorganization plan, any of the Debtors, any trustee, any examiner with enlarged powers or any responsible officer subsequently appointed, shall incur Indebtedness in violation of the terms of the Interim Order, the Final Order or this Agreement.
(b) All prepayments under this Section 3.08 shall be made by the Borrowers to the Administrative Agent for the account of the Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses).
(c) Amounts of principal prepaid under this Section 3.08 shall be allocated by the Administrative Agent first, to the payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; second, to the payment of all accrued and unpaid interest then due and payable on the Revolving Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such Individual Continental Propertyprepayment; third, to the payment of principal of Revolving Loans pro rata among the Lenders (Bother than any Defaulting Lender) based on their respective outstanding principal amounts on the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs date of Lender in connection with such prepayment and a corresponding reduction in the Revolving Loan Commitments; fourth, to the extent payment of all accrued and unpaid interest then due and payable on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; fifth, to the payment of principal of Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts are not paid on the date of such prepayment; sixth, to Lender the payment of all accrued and unpaid interest then due and payable on the Roll Up Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment; seventh, to the payment of principal of the Roll Up Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment and a corresponding reduction in accordance with Article 7 hereof the Roll Up Loan Commitments; eighth, to the payment of all accrued and unpaid interest then due and payable on the Roll Up Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; and ninth, to the payment of principal of the Roll Up Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment.
(collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied d) Amounts prepaid pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall 3.08 may not be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerreborrowed.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Pacific Ethanol, Inc.)
Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Propertythe Company, the Partnership or GGP, Inc. merges or consolidates with another Person and if Lender the Company, the Partnership or GGP, Inc., as applicable, is not required the surviving entity (provided that nothing herein or in any other Loan Document shall prohibit a merger between the Company and the Partnership, regardless of which entity is the surviving entity, so long as contemporaneously with such merger the surviving Borrower shall assume the non-surviving Borrower's obligations under the Loan Documents pursuant to documentation in form and does not make such Net Proceeds available substance reasonably satisfactory to the Requisite Lenders), or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, in accordance with transfers, assignments, foreclosures or conveyances exceeds twenty percent (20%) of the applicable terms and conditions hereofthen Capitalization Value, Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Subsidiaries exceeds twenty-five percent (A25%) of the then Capitalization Value, or (iv) the Net Proceeds up Management Company ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Borrower has an amount equal ownership interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the "PREPAYMENT DATE"), the Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the Minimum Release Price for date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such Individual Continental prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be reborrowed. As used in this SECTION 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower and any Consolidated Subsidiaries, or (ii) mortgages secured by Real Property, or (Biii) sales or conveyances of Securities representing interests in or obligations of the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Borrower or Subsidiaries or Minority Holdings in connection with such prepayment to the extent such amounts are not paid to Lender acquisition of interests in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Real Property, or (iv) sales or conveyances of non-mall assets of Price Development Company, Limited Partnership and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofits Subsidiaries.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (General Growth Properties Inc)
Mandatory Prepayment. (i) On each Within five Business Days after the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not financial statements are required to be delivered pursuant to Section 6.01(a) and does not make such Net Proceeds available the related Compliance Certificate has been delivered pursuant to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableSection 6.02(a), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at Lender’s option, prepay the Debt in an amount discretion of the Borrower) equal to the aggregate of (A) 50% (such percentage as it may be reduced as described below, the Net Proceeds up to an amount equal to “ECF Percentage”) of Excess Cash Flow, if any, for the Minimum Release Price for fiscal year covered by such Individual Continental Propertyfinancial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the applicable Interest Shortfall sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the SecondThird Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and Breakage Costs after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (C2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the actual reasonable costs end of Lender in connection with such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such amounts payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not paid funded with the proceeds of Indebtedness (other than, with respect to Lender in accordance with Article 7 hereof clause (collectively1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the “Mortgage Mandatory Prepayment Amount”ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i). Except , following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the continuance fiscal year in respect of an Event of Default, any Net Proceeds to be applied which the prepayment pursuant to this Section 2.7(c2.05(b)(i) hereof is made and (ii) such After Year-End Payment taken into account in excess the calculation of the Mortgage Mandatory Prepayment Amount required prepayment amount above for one fiscal year shall be applied as follows: disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (IA) firstabove is less than the amount calculated pursuant to clause (B) above (such amount, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents“Excess Prepayments”), to the cumulative amount of such Excess Prepayments shall be applied carried over in accordance with calculations for the Mezzanine Loan Documents, and following fiscal year (IIIbut not subsequent years) lastly, to Borroweron a dollar-for-dollar basis.
(ii) On (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y) or, (u) (in each date on case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been paid in full) or (2) any Casualty Event occurs, which Lender actually receives a distribution in the aggregate results in the realization or receipt by such Person of Net Proceeds relating to an Individual Puerto Rico PropertyCash Proceeds, and if Lender is not required to and does not the Borrower shall make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casea prepayment, in accordance with the applicable terms and conditions hereofSection 2.05(b)(ii)(C), Borrower shall, at Lender’s option, prepay the Debt in of an aggregate principal amount of Term Loans equal to 100% the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (but specifically excluding such percentage, the Casualty “Asset Percentage”) of all such Net Cash Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with realized or received; provided that no such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made required pursuant to this Section 2.7(c2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall which notice may only be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and provided if no Event of Default has occurred and is then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountcontinuing).
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives First, any outstanding Advances of a distribution of Net Proceeds relating to an Individual Continental PropertyClass shall be prepaid, and second, if Lender is not required to any Commitments of a Class are outstanding and does not make no Advances of such Net Proceeds available to Borrower for Restoration Class are outstanding on (or for disbursement such Advances of such Class have been prepaid as Rent Loss Proceeds (as applicable)of) the applicable date, the Commitments of such Class shall be reduced, in each case, on a Dollar-for-Dollar basis (with amounts received in accordance non-Dollar currencies to be converted by the Borrower to Dollars for purposes of this calculation based upon foreign exchange rates actually received, in the case of a prepayment (or that would actually be received, in the case of a Commitment reduction) by the Borrower acting in good faith and in a commercially reasonable manner in consultation with the applicable terms and conditions hereofAdministrative Agent) within three Business Days of (in the case of a prepayment of Advances) or on the date of (in the case of a reduction of Commitments) receipt by the Consolidated Group of any Net Cash Proceeds (or in the case of clause (i)(y) below, Borrower shall, at Lender’s option, prepay commitments) referred to in this paragraph (d):
(i) (x) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from the incurrence of Borrowed Debt in an amount equal to the aggregate of by such entity (excluding (A) the Net Proceeds up to an amount equal to the Minimum Release Price for intercompany debt of such Individual Continental Propertyentities, (B) borrowings under the applicable Interest Shortfall and Breakage Costs and Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to $1,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper and refinancings thereof, (E) purchase money indebtedness incurred in the actual reasonable costs ordinary course of Lender business, (F) indebtedness with respect to capital leases incurred in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof ordinary course of business and (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(cG) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, other Indebtedness in an amount equal not to exceed $500,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the fully documented conditions to availability and drawing of the New Term Loan Facility are no more restrictive or onerous to the Mezzanine Mandatory Prepayment Amount (as such term is defined in borrower thereunder than the Mezzanine Loan Documentsconditions to availability and drawing the Advances), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.;
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account from 100.0% of the Prior Hurricane DamageNet Cash Proceeds actually received from the issuance of any Equity Interests by the Consolidated Group (other than (A) available issuances pursuant to Borrower for Restoration employee stock plans or for disbursement as Rent Loss Proceeds other benefit or employee incentive arrangements, (as applicable), in each case, in accordance with B) issuances among the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds Consolidated Group or (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender C) issuances in connection with such prepayment the purchase price payable with respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Target Acquisition); and
(iii) Borrower from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among such entities and (B) Asset Sales, the Net Cash Proceeds of which do not exceed $20,000,000 in any single transaction or related series of transactions or $200,000,000 in the aggregate). All mandatory prepayments or Commitment reductions (a) in respect of the issuance of senior notes and/or mandatorily convertible securities and/or hybrid equity or Equity Interests shall make be applied first to Tranche 1 Advances and Tranche 1 Commitments and second to ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇, (▇) in respect of the REMIC Payment as incurrence of New Term Loans shall be applied first to Tranche 2 Advances and Tranche 2 Commitments and second to the extent required hereunder. No Prepayment Premium Tranche 1 Advances and Tranche 1 Commitments, and (c) in respect of other mandatory prepayments or penalty commitment reductions described in this clause (including, without limitation, any Default Prepayment Premiumd) shall be due in connection with any prepayment made pursuant applied ratably to this Section 2.7(cTranche 1 Advances and Tranche 1 Commitments and Tranche 2 Advances and Tranche 2 Commitments. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the applicable Class of Advances (includingor, without limitationif applicable, in connection with any REMIC PaymentClass of Commitments). Any prepayment Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by Lender pursuant to this Section 2.7(c) on a date any Person other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and the Commitments shall only be applied by Lender on reduced (or the next Monthly Payment Date, with any interest on such funds (IAdvances prepaid) to the extent that no Trigger Period such Net Cash Proceeds can be immediately transferred to the Borrower (with such amount net of the costs and no Event of Default then taxes associated therewith); it being understood that if such a restriction on transfer exists, paid upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower and (II) on the date such restriction ceased to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountexist.
Appears in 1 contract
Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.
(b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)applicable Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
Appears in 1 contract
Mandatory Prepayment. (i) On Subject to the Intercreditor Agreements and satisfaction of the Prepayment Conditions, within ten (10) Business Days after financial statements have been delivered pursuant to Section 7.01(a)(i)(A) (the “ECF Due Date”), but in any event not later than 120 calendar days plus ten (10) Business Days after the end of each Fiscal Year of the Lead Borrower beginning with the Fiscal Year ended December 31, 2026 (the “ECF Trigger Date”), the Borrowers shall prepay an aggregate principal amount of Loans in an amount equal to 25% of Excess Cash Flow for the Fiscal Year covered by such financial statements; provided that such amount shall, at the option of the Lead Borrower, be reduced on a dollar-for dollar basis by the aggregate amount of voluntary principal prepayments (other than prepayments financed with any long-term Indebtedness or any Equity Issuance of the Loans pursuant to Section 2.05(b)), to the extent permitted to be made hereunder and made during such Fiscal Year or, at the option of the Borrower, made during the period following the end of such Fiscal Year and prior to the ECF Due Date (without duplication in the next Fiscal Year). The Borrower shall promptly (and in any event, no later than five (5) Business Days after the ECF Trigger Date) determine whether the Prepayment Conditions will be satisfied on such prepayment date and if the Borrowers determine that, as of the prepayment date, the Prepayment Conditions will not be satisfied, the Borrowers shall deliver a certificate of an Authorized Officer of the Borrowers to the Administrative Agent attaching supporting calculations in respect of the Prepayment Conditions and determining the aggregate principal amount of Loans the Borrowers can prepay in satisfaction of the Prepayment Conditions on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Propertypro forma basis, and if Lender is not required such amount shall be prepaid on the date specified above.
(ii) Subject to and does not make such Net Proceeds available to Borrower for Restoration the Intercreditor Agreements, immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions) by any Loan Party or for disbursement as Rent Loss Proceeds (as applicable)its Subsidiaries, in each case, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the applicable terms Net Cash Proceeds received by such Person in connection with such Dispositions to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and conditions hereoftheir Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii).
(iii) Subject to the Intercreditor Agreements and solely, Borrower shallwith respect to an Equity Issuance, at Lender’s optionsatisfaction of the Prepayment Conditions, upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the Debt outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Equity and Debt Prepayment Percentage of the Net Cash Proceeds received by such Person in connection therewith. The Borrower shall promptly (and in any event, no later than five (5) Business Days prior to the Equity Issuance) determine whether the Prepayment Conditions will be satisfied on the date of the Equity Issuance and if the Borrowers determine that, as of the date of the Equity Issuance, the Prepayment Conditions will not be satisfied, the Borrowers shall deliver a certificate of an Authorized Officer of the Borrowers to the Administrative Agent attaching supporting calculations in respect of the Prepayment Conditions and determining the aggregate principal amount of Loans the Borrowers can prepay in satisfaction of the Prepayment Conditions on a pro forma basis, and such amount shall be prepaid upon the issuance of such Equity Interests. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.
(iv) Subject to the Intercreditor Agreements, upon the receipt by any Loan Party or any of its Subsidiaries of (Ai) any Extraordinary Receipts, the Net Proceeds up to an Borrowers shall prepay the outstanding principal amount equal to of the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender Loans in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c2.05(d) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection therewith and (as such term is defined in ii) any ETI Litigation Extraordinary Receipts, the Mezzanine Loan Documents), to be applied Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 50% of the Mezzanine Loan Documents, and (III) lastly, to BorrowerNet Cash Proceeds received by such Person in connection therewith.
(iiv) On each date on which Lender actually receives a distribution of Net Proceeds relating Subject to an Individual Puerto Rico Propertythe Intercreditor Agreements, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding immediately upon receipt by the Casualty Proceeds and any other proceeds on account Borrowers of the Prior Hurricane Damage) available proceeds of any Permitted Cure Equity pursuant to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Section 9.02, in each case, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Section 2.05(d) in an amount equal to 100% of such proceeds.
(vi) Subject to the Intercreditor Agreements, notwithstanding the foregoing, with respect to Net Cash Proceeds (but specifically excluding the Casualty Proceeds and received by any other proceeds on account Loan Party or any of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender its Subsidiaries in connection with such prepayment a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Obligations pursuant to this Section 2.7(c2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to (includingx) with respect to Net Cash Proceeds from all such Dispositions, without limitation$5,000,000 in the aggregate in any Fiscal Year and (y) with respect to Net Cash Proceeds from all such Extraordinary Receipts, $20,000,000 in the aggregate in any Fiscal Year shall, in connection with any REMIC Payment). Any prepayment received by Lender pursuant each case, not be required to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for so used to prepay the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided, that, (A) no Trigger Period and no Default or Event of Default then existshas occurred and is continuing on the date such Person receives such Net Cash Proceeds, paid to (B) the Administrative Borrower and (II) delivers a certificate to the extent Administrative Agent within 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended and state that no Default or Event of Default then existshas occurred and is continuing on the date such Person receives such Net Cash Proceeds), but (C) such Net Cash Proceeds are deposited in an account subject to a Trigger Period then existsControl Agreement, deposited into and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Management AccountProceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable.
Appears in 1 contract
Mandatory Prepayment. (i) On In the event and on each date occasion that any Net Cash Proceeds are received by or on which Lender actually receives a distribution behalf of Net Proceeds relating the Issuer or any of its Subsidiaries in respect of any Reduction Event, the Issuer shall promptly request permission from the Central Bank to an Individual Continental Propertyremit all required amounts under this Section 2.04 in Dollars to the Administrative Agent under the applicable ROF and, and if Lender is not required to and does not make within five Euro-Dollar Business Days after the Receipt Date for such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Cash Proceeds (as applicable)subject, in each case, to the provisions of this Section 2.04(a) and Section 2.04(d)), prepay the Bank Notes in an aggregate principal amount equal to the amount of such Net Cash Proceeds allocated thereto under Section 2.03(b) and prepay Tranche D Notes in an aggregate principal amount equal to the amount of such Net Cash Proceeds allocated thereto under Section 2.03(b), in each case together with interest thereon to the date of prepayment; provided, however, that notwithstanding the foregoing, if the applicable Reduction Event is the incurrence of any Debt described in Section 5.10(c) that has been incurred to refinance in whole or in part specific Tranche D Notes (or Tranche D Participations) of a Tranche D Lender, the Net Cash Proceeds thereof shall be applied first to the prepayment of such Tranche D Notes of such Tranche D Lender until such Notes are paid in full, and second in the manner set forth in Section 2.03(b); and provided further, that notwithstanding the foregoing, if the applicable Reduction Event is the event described in item (iv) of the definition of "Reduction Event," the Net Cash Proceeds from such Reduction Event shall be applied as a prepayment of such portion of each relevant Tranche D Lender's Tranche D Note in respect of the Working Capital Amount of each relevant Supplier as calculated in accordance with the applicable terms second proviso of the definition of "Net Cash Proceeds."
(ii) Notwithstanding the provisions of subclause (i) above, no Mandatory Prepayment shall be required pursuant to this Section 2.04(a) in respect of any Net Cash Proceeds (or a portion thereof, if applicable) arising from an Asset Sale if the Issuer shall deliver to the Administrative Agent a Responsible Officers' Certificate to the effect that the Issuer or such Subsidiary elects to apply such Net Cash Proceeds (or a portion thereof specified in such certificate) on or before a date occurring 180 days subsequent to the Receipt Date therefor to capital expenditures of the Issuer incurred in connection with the mobile telephone network business of the Issuer in the Concession Area (such date, the "EXPIRATION DATE") and conditions hereofcertifying that no Default has occurred and is continuing. To the extent that the Issuer has so delivered such Responsible Officers' Certificate and, Borrower in the manner and to the extent specified in such certificate, the Net Cash Proceeds therefrom have not been applied in full by or on behalf of the Issuer or such Subsidiary on or before the Expiration Date, or committed to be so applied within 180 days after the Expiration Date pursuant to a binding contract, the Issuer shall, at Lender’s optionon the Expiration Date, but subject to Section 2.04(d), prepay the Debt Notes in the manner set forth herein in an amount equal to such Net Cash Proceeds that have not been so applied or committed. At any time that aggregate Net Cash Proceeds by operation of the aggregate immediately preceding sentence exceeding $50,000,000 (or its equivalent in another currency) have not yet been applied to prepayment of the Notes (Aor a Tranche D Participation) or in the Net Proceeds up to an amount equal to manner specified in the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Responsible Officers' Certificate delivered pursuant to this Section 2.7(c) hereof 2.04(a)(ii), the Issuer shall immediately deliver to the Brazilian Collateral Agent for deposit in excess of the Mortgage Mandatory Prepayment Amount Brazilian Special Purpose Account the entire Net Cash Proceeds not yet so applied and such Net Cash Proceeds shall be held in the Brazilian Special Purpose Account until so applied as follows: (I) firstby the Issuer in accordance with, and within the time periods specified in, this Section 2.04(a)(ii). On or prior to the Mezzanine Lender, Expiration Date in an amount equal respect of any Reduction Event with respect to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Responsible Officers' Certificate has been delivered pursuant to this Section 2.7(c) (including2.04(a)(ii), without limitation, the Issuer shall notify the Administrative Agent in connection with any REMIC Payment). Any prepayment received by Lender pursuant reasonable detail of the application of the Net Cash Proceeds required to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds date (I) including to the extent that no Trigger Period which Person and no Event of Default then exists, paid for which purposes such amounts are to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountbe applied).
Appears in 1 contract
Sources: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)
Mandatory Prepayment. The Borrower’s obligations under the Subordinated Debentures and this Agreement are not assumable. Subject to the Subordination Agreement, upon (a) a Change of Control, or (b) the sale or disposition by the Sponsor Group of Equity Interests of Holdings or Intermediate Holdings with a value of $35,000,000 or more in aggregate, each Lender shall have the right (but not the obligation) to require the Borrower to: (i) On each date on which prepay all or any portion of the Subordinated Debentures held by such Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate then outstanding principal balance, all accrued but unpaid interest thereon, plus all PIK Amounts and, in the case of a prepayment required under clause (Ab) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Propertyabove, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs 50% of Lender in connection with such prepayment to the extent such amounts are not paid to Lender any Repayment Charge computed in accordance with Article 7 Section 2.06(a), provided that any prepayment under this Section 2.07 that occurs prior to the 18 month anniversary of the date hereof shall be subject to a Repayment Charge equal to 6.0% of any principal prepaid (collectivelyexcluding any PIK Amount); and (ii) pay in full a corresponding portion of the other Obligations owing to such Lender, which amount shall be calculated on the date of prepayment and be payable in cash on such date. On the date of prepayment, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall pay to the continuance Lenders of an Event of Default, any Net Proceeds to be applied the Subordinated Debentures being prepaid pursuant to this Section 2.7(c) hereof 2.07, the price specified above, by wire transfer of immediately available funds to an account designated by such Lender. Concurrently therewith, each Lender of Subordinated Debentures being prepaid in excess of the Mortgage Mandatory Prepayment Amount full shall be applied as follows: (I) first, deliver to the Mezzanine Lender, Borrower the original copy of its Subordinated Debenture or an affidavit of loss thereof in an amount equal a form that is reasonably satisfactory to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower. Any offer made by the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date 2.07 shall be held by Lender irrevocable so long as collateral security for the Change of Control occurs.”
5. Section 7.17(a) of the Loan Agreement is hereby deleted in an interest bearing, Eligible Account at an Eligible Institution, its entirety and replaced with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.following:
Appears in 1 contract
Mandatory Prepayment. (i) On each date on which Lender actually receives First, any outstanding Advances of a distribution of Net Proceeds relating to an Individual Continental PropertyClass shall be prepaid, and second, if Lender is not required to any Commitments of a Class are outstanding and does not make no Advances of such Net Proceeds available to Borrower for Restoration Class are outstanding on (or for disbursement such Advances of such Class have been prepaid as Rent Loss Proceeds (as applicable)of) the applicable date, the Commitments of such Class shall be reduced, in each case, on a Sterling-for-Sterling basis (with amounts received in accordance non-Sterling currencies to be converted by the Borrower to Sterling for purposes of this calculation based upon foreign exchange rates actually received, in the case of a prepayment (or that would actually be received, in the case of a Commitment reduction) by the Borrower acting in good faith and in a commercially reasonable manner in consultation with the applicable terms Administrative Agent) within three Business Days of (in the case of a prepayment of Advances) or on the date of (in the case of a reduction of Commitments) receipt by the Consolidated Group of any Net Cash Proceeds (or in the case of clause (i)(y) below, commitments) referred to in this paragraph (d):
(i) (x) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from the incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of such entities, (B) borrowings under AbbVie’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to $4,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper and conditions hereofrefinancings thereof, Borrower shall(E) purchase money indebtedness incurred in the ordinary course of business, at Lender’s option(F) indebtedness with respect to capital leases incurred in the ordinary course of business, prepay the (G) other Debt in an amount equal not to exceed $4,000,000,000 in the aggregate to the extent the Net Cash Proceeds of such indebtedness are utilized to refinance AbbVie’s Existing Public Notes and (H) other Debt in an amount not to exceed $3,000,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the fully documented conditions to availability and drawing of the New Term Loan Facility are no more restrictive to the borrower thereunder than the conditions to availability and drawing the Advances);
(ii) from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Consolidated Group (other than (A) the Net Proceeds up issuances pursuant to an amount equal to the Minimum Release Price for such Individual Continental Propertyemployee stock plans or other benefit or employee incentive arrangements, (B) issuances among the applicable Interest Shortfall and Breakage Costs and Consolidated Group or (C) the actual reasonable costs of Lender issuances in connection with such prepayment the purchase price payable with respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”Acquisitions). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.; and
(iii) Borrower from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among such entities and (B) Asset Sales, the Net Cash Proceeds of which do not exceed $20,000,000 in any single transaction or related series of transactions or $250,000,000 in the aggregate). All mandatory prepayments or Commitment reductions (a) in respect of the issuance of senior notes and/or mandatorily convertible securities and/or hybrid equity or Equity Interests shall make be applied first to Tranche 1 Advances and Tranche 1 Commitments, second to Tranche 2 Advances and Tranche 2 Commitments and third to ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇, (▇) in respect of the REMIC Payment as incurrence of New Term Loans shall be applied first to Tranche 2 Advances and Tranche 2 Commitments, second to the extent required hereunder. No Prepayment Premium Tranche 1 Advances and Tranche 1 Commitments and third to Tranche 3 Advances and Tranche 3 Commitments, and (c) in respect of other mandatory prepayments or penalty commitment reductions described in this clause (including, without limitation, any Default Prepayment Premiumd) shall be due in connection with any prepayment made pursuant applied first ratably to this Section 2.7(cTranche 1 Advances and Tranche 1 Commitments and Tranche 2 Advances and Tranche 2 Commitments and second to Tranche 3 Advances and Tranche 3 Commitments. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the applicable Class of Advances (includingor, without limitationif applicable, in connection with any REMIC PaymentClass of Commitments). Any prepayment Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by Lender pursuant to this Section 2.7(c) on a date any Person other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and the Bridge Commitments shall only be applied by Lender on reduced (or the next Monthly Payment Date, with any interest on such funds (IAdvances prepaid) to the extent that no Trigger Period such Net Cash Proceeds can be immediately transferred to the Borrower (with such amount net of the costs and no Event of Default then taxes associated therewith); it being understood that if such a restriction on transfer exists, paid upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower and (II) on the date such restriction ceased to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountexist.
Appears in 1 contract
Mandatory Prepayment. (i) On each date In the event of a Qualifying Transaction occurring after the First LMA Closing Date, Bank shall be entitled to request that Borrower prepay, on which Lender actually receives account of the outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon), an amount equal to fifty percent (50.0%) of the Qualifying Proceeds in connection with such Qualifying Transaction. Borrower shall give Bank prior written notice of the Qualifying Transaction or of the potential occurrence of a distribution Qualifying Transaction (it being understood that such notice shall not constitute any assurance that the potential Qualifying Transaction will in fact occur and Borrower shall not be deemed to be in default of Net Proceeds relating to an Individual Continental Property, and if Lender is this Agreement should such potential Qualifying Transaction not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableoccur), in each caseany event, in accordance with no later than the applicable terms and conditions hereof, date of Borrower’s receipt of any portion of such Qualifying Proceeds. Borrower shall, within five (5) Business Days if requested by Bank by notice to Borrower given within sixty (60) days of Bank’s receipt of the above-referenced notice from Borrower, make such prepayment. For the sake of clarity, if, from time to time, Borrower receives an additional portion from such Qualifying Proceeds, then the above notice requirement and other provisions apply equally to such additional Qualifying Proceeds.
(ii) In the event that, after the First LMA Closing Date, Borrower makes a distribution to all of its shareholders (by way of dividend or otherwise) (without limiting any provisions of this Agreement, including, without limitation, Section 7.6, provided however that no such distribution shall be made unless and until Borrower receives notice from Bank as provided below (or Bank fails to give such notice within the fourteen (14) day period for Bank to give notice as provided below)), whether with respect to Qualifying Proceeds or otherwise, Borrower shall notify Bank thereof simultaneously with its notice to the public declaring the distribution (and in any case, at Lenderleast fourteen (14) days prior to the date of the proposed distribution), and Borrower shall, simultaneously with the making of the distribution if requested by Bank by notice to Borrower given within fourteen (14) days of Bank’s optionreceipt of the above-referenced notice from Borrower, prepay repay the Debt outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon) in an amount equal to the aggregate of one hundred percent (A100.0%) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofdistribution.
(iii) In the event of an early prepayment whether at the request of Bank pursuant to Section 2.1.2(f)(i) above or at the request of Borrower pursuant to Section 2.1.2(d) above (the amount of principal and interest actually repaid in each such event, the “Early Prepayment Amount”), then Borrower shall be entitled to make a distribution to its shareholders in the REMIC Payment as and aggregate amount up to the extent Early Prepayment Amount without the obligation to make any payment to Bank pursuant to Section 2.1.2(f)(ii) above (for the avoidance of doubt, Borrower would still be required hereunder. No Prepayment Premium or penalty to give Bank notice of such distribution in accordance with Section 2.1.2(f)(ii)).
(includingiv) Notwithstanding the aforesaid, without limitation, in no event shall any Default Prepayment Premiumamount repaid by Borrower to Bank pursuant to the mandatory prepayment under this Section 2.1.2(f) exceed the then existing outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon).” 5 The Loan Agreement shall be due amended by deleting the following text, appearing in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.2.2 thereof:
Appears in 1 contract
Sources: Loan Modification Agreement (Elron Electronic Industries LTD /Ny/)
Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds sale or transfer, in the event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8, in the event of such a sale, transfer or release. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (but specifically excluding if any) as directed by the Casualty Proceeds Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default.
(b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)applicable Banks, together with an amount necessary to cause the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio to be in compliance within ninety (90) days of the actual reasonable costs of Lender in connection with such prepayment date on which the Unsecured Debt Ratio failed to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderbe maintained. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (if any) as directed by Lender on the next Monthly Payment DateBorrower; provided, with any interest on however, that if Borrower fails to give such funds (I) direction, such prepayments shall first be applied to the extent that no Trigger Period Revolving Credit Facility, and no then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be an Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.
Appears in 1 contract
Mandatory Prepayment. If at any time any Loan Party shall receive any cash proceeds from any equity issuances by such Loan Party and/or any sale of assets by such Loan Party (other than sale of Inventory in the ordinary course of business) and/or the incurrence of any Subordinated Debt and/or any Permitted Secured Mezzanine Debt by any one or more Loan Parties (in each case to the extent any such equity issuance or sale of assets or incurrence of Subordinated Debt or Permitted Secured Mezzanine Debt is permitted under the terms of the Loan Agreement), Loan Parties shall remit to Lender one hundred percent (100%) of such cash proceeds (net of any reasonable costs and expenses of such equity issuance or sale of assets or Subordinated Debt or Permitted Secured Mezzanine Debt) as a mandatory prepayment of the Loan or such lesser amount as may be necessary to repay in full all Loans outstanding under the Loan Agreement; provided, however, (i) On each date on which Lender actually receives a distribution of Net Proceeds relating the foregoing mandatory prepayment shall not apply to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal any funds provided to the aggregate of (A) Loan Parties by the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall Lender and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on the Lender may, at its option (which Lender actually receives a distribution option shall be in the sole and absolution discretion of Net Proceeds relating to an Individual Puerto Rico Propertythe Lender), waive such mandatory prepayment. Any prepayment of the Loans under this Section 2(e) shall prepay the Loans, which amounts may be re-borrowed, and if Lender is all such prepayments shall include payment of accrued interest and applicable Prepayment Fee on the principal amount being prepaid; provided, however, such Prepayment Fee shall not required apply to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made under this Section 2(e) with proceeds resulting from the exercise of currently issued and outstanding options and warrants or from the exercise of any employee stock options to be issued in the future. All payments made pursuant to this Section 2.7(c2(e) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event payment of Default then exists, paid interest before application to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountprincipal.
Appears in 1 contract
Mandatory Prepayment. (i) On In the event and on each date occasion that any Net Cash Proceeds are received by or on which Lender actually receives a distribution behalf of Net Proceeds relating the Issuer or any of its Subsidiaries in respect of any Reduction Event, the Issuer shall promptly request permission from the Central Bank to an Individual Continental Propertyremit all required amounts under this Section 2.04 in Dollars to the Administrative Agent for the exclusive benefit of the applicable Purchaser under the applicable ROF and, and if Lender is not required to and does not make within five Euro-Dollar Business Days after the Receipt Date for such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Cash Proceeds (as applicable)subject, in each case, to the provisions of this Section 2.04(a) and Section 2.04(d)), prepay the Bank Note, the Tranche D Notes, the Tranche E Note and the Tranche F Notes in an aggregate principal amount equal to the amount of the Purchasers’ Portion of Net Cash Proceeds allocated thereto under Section 2.03(b), in each case together with interest thereon to the date of prepayment; provided, however, that notwithstanding the foregoing, if the applicable Reduction Event is the incurrence of any Debt described in Section 5.10(c) that has been incurred to refinance in whole or in part specific Tranche D Notes (or Tranche D Participations) of a Tranche D Lender, the Net Cash Proceeds thereof shall be applied first to the prepayment of such Tranche D Notes of such Tranche D Lender until such Notes are paid in full, and second in the manner set forth in Section 2.03(b); and provided further, that notwithstanding the foregoing, if the applicable Reduction Event is the event described in item (iv) of the definition of “Reduction Event,” the Net Cash Proceeds from such Reduction Event shall be applied as a prepayment of such portion of each relevant Tranche D Lender’s Tranche D Note in respect of the Working Capital Amount of each relevant Supplier as calculated in accordance with the applicable terms second proviso of the definition of “Net Cash Proceeds.”
(ii) Notwithstanding the provisions of subclause (i) above, no Mandatory Prepayment shall be required pursuant to this Section 2.04(a) in respect of any Net Cash Proceeds (or a portion thereof, if applicable) arising from an Asset Sale if the Issuer shall deliver to the Administrative Agent a Responsible Officers’ Certificate to the effect that the Issuer or such Subsidiary elects to apply such Net Cash Proceeds (or a portion thereof specified in such certificate) on or before a date occurring 180 days subsequent to the Receipt Date therefor to capital expenditures of the Original Issuer incurred in connection with the mobile telephone network business of the Original Issuer in the Concession Area (such date, the “Expiration Date”) and conditions hereofcertifying that no Default has occurred and is continuing. To the extent that the Issuer has so delivered such Responsible Officers’ Certificate and, Borrower in the manner and to the extent specified in such certificate, the Net Cash Proceeds therefrom have not been applied in full by or on behalf of the Issuer or such Subsidiary on or before the Expiration Date, or committed to be so applied within 180 days after the Expiration Date pursuant to a binding contract, the Issuer shall, at Lender’s optionon the Expiration Date, but subject to Section 2.04(d), prepay the Debt Notes in the manner set forth herein in an amount equal to the Purchasers’ Portion of Net Cash Proceeds of the portion of Net Cash Proceeds that have not been so applied or committed. At any time that aggregate Net Cash Proceeds by operation of the immediately preceding sentence exceeding $50,000,000 (Aor its equivalent in another currency) have not yet been applied to prepayment of the Net Proceeds up to an amount equal to Notes (or a Tranche D Participation) or in the Minimum Release Price for such Individual Continental Property, (B) manner specified in the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Responsible Officers’ Certificate delivered pursuant to this Section 2.7(c) hereof 2.04(a)(ii), the Issuer shall immediately deliver to the Brazilian Collateral Agent for deposit in excess of the Mortgage Mandatory Prepayment Amount Brazilian Special Purpose Account the entire Net Cash Proceeds not yet so applied and such Net Cash Proceeds shall be held in the Brazilian Special Purpose Account until so applied as follows: (I) firstby the Issuer in accordance with, and within the time periods specified in, this Section 2.04(a)(ii). On or prior to the Mezzanine Lender, Expiration Date in an amount equal respect of any Reduction Event with respect to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Responsible Officers’ Certificate has been delivered pursuant to this Section 2.7(c) (including2.04(a)(ii), without limitation, the Issuer shall notify the Administrative Agent in connection with any REMIC Payment). Any prepayment received by Lender pursuant reasonable detail of the application of the Net Cash Proceeds required to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds date (I) including to the extent that no Trigger Period which Person and no Event of Default then exists, paid for which purposes such amounts are to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountbe applied).
Appears in 1 contract
Sources: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)
Mandatory Prepayment. (ia) On If, as a result of acceleration, voluntary prepayment, scheduled payment or otherwise in respect of the Collateral Notes, Pechiney at any time or from time to time makes any payment of principal of a Collateral Note (each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable"PRINCIPAL PAYMENT"), the Borrower shall immediately prepay the principal amount of the Note. Such prepayment shall be equal to 85% of such Principal Payment, and, provided that no Default (under either this Agreement or under the Triarc Credit Agreement) or Event of Default has occurred and is continuing (and the Borrower shall immediately provide to the Bank a certificate confirming that no Default or Event of Default has occurred and is continuing), promptly and in each case, any event within three Business Days an amount (the "EXCESS PORTION") equal to 15% of such Principal Payment shall be paid to the Borrower. The Bank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with with, but subject to, the applicable terms foregoing sentence. It is understood and conditions hereofagreed that if the amount equal to 85% of the Principal Payment exceeds the outstanding principal amount of the Note, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such excess shall be paid by the Borrower to NationsBank, N.
A. for application against the aggregate principal amount of the Demand Loans outstanding and other obligations under the Triarc Credit Agreement.
(Ab) If any Default or Event of Default has occurred and is continuing when any Pechiney Proceeds are received or otherwise being held by the Net Depositary Bank, the Collateral Agent or the Bank, the entire amount of such Pechiney Proceeds up shall be paid to the Bank and applied by the Bank as a payment of principal of the Note or applied by the Bank as a payment of interest on the Note or other obligations of the Borrower hereunder, as the Bank in its sole discretion shall determine (it being understood that the Borrower shall have no right whatsoever to receive any portion of such proceeds, except pursuant to Section 15 of the Pledge Agreement). If the Pechiney Proceeds exceed the principal of and interest on the Note and the other obligations of the Borrower hereunder, the Borrower shall pay an amount equal to such excess to NationsBank, N.
A. for application against the Minimum Release Price for aggregate principal amount of Demand Loans and other obligations outstanding under the Triarc Credit Agreement. It is also understood that upon the payment of any Pechiney Proceeds in respect of the principal of the Collateral Notes, NationsBank, N.A. may at any time thereafter decrease the Original Advance Percentage (as defined in the Triarc Credit Agreement) and the Margin Call Percentage (as defined in the Triarc Credit Agreement)(in either case, to such Individual Continental Propertypercentage as the Bank may in its sole and absolute discretion determine) by giving either Borrower thereunder notice of such revised percentage. If such a decrease results in a "Default" under the Triarc Credit Agreement, then (i) the decrease will constitute a Default hereunder, (Bii) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with so long as any such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively"Default", the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an or any other Default or Event of Default, shall occur and be continuing, the Borrower shall no right to receive any Net portion of the Pechiney Proceeds, (iii) if any "Event of Default" (as defined in the Triarc Credit Agreement), or any other Event of Default shall occur and be continuing, such Pechiney Proceeds to may be applied pursuant to this Section 2.7(c) hereof in excess the payment of the Mortgage Mandatory Prepayment Amount shall be applied Borrower's obligations hereunder or to the obligations under the Triarc Credit Agreement, and (iv) if such "Default" under the Triarc Credit Agreement is cured or waived, and no other Default, Event of Default or "Event of Default" (as follows: (Idefined in the Triarc Credit Agreement) firsthas occurred and is continuing, the Bank will upon request promptly and in any event within three Business Days return to the Borrower the Excess Portion of such Principal Payment, to the Mezzanine Lender, in an amount equal extent not applied to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower's obligations hereunder or under the Mezzanine Loan Documents), to be applied Triarc Credit Agreement in accordance with clause (iii) hereof (and the Mezzanine Loan DocumentsBank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with, and but subject to, this clause (III) lastly, to Borroweriv)).
(iic) On each Each prepayment shall be accompanied by the payment of accrued interest to the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding prepayment on the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borroweramount prepaid, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) subject to the extent that no Trigger Period and no Event provisions of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 2.12 hereof."
Appears in 1 contract
Sources: Pledge and Security Agreement (Triarc Companies Inc)
Mandatory Prepayment. Non-delivery, Sale or Total Loss of a Vessel
(a) The Borrowers shall be obliged to prepay the whole of the Loan then outstanding in relation to a Vessel in the following circumstances and at the following times:
(i) On each if that Vessel is sold, on or before the date on which Lender actually receives the sale is completed by delivery of that Vessel to a distribution buyer;
(ii) if there is a Total Loss (whether before or after the Delivery Date), on the earlier of Net Proceeds the date falling 90 days after the Date of Total Loss and the date of receipt by the Facility Agent of the proceeds of insurance relating to an Individual Continental Propertysuch Total Loss;
(iii) if the Shipbuilding Contract relating to that Vessel is terminated in circumstances where the Refund Guarantee is payable, and upon the date of receipt of the monies under the Refund Guarantee; or
(iv) if Lender the Shipbuilding Contract relating to that Vessel is not required terminated in circumstances other than those referred to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds in paragraph (as applicableiii), in each caseon the date of its termination.
(b) In the event that a mandatory prepayment obligation arises under Clause 6.4(a) for whatever reason, the Facility Agent shall be entitled to procure immediate valuations of the remaining Vessel in accordance with the applicable terms and conditions hereof, Borrower shallClause 19, at Lender’s optionthe cost of the Borrowers. In the event that such valuations show that the relevant Required Amount is not satisfied, prepay the Debt in Borrowers shall be obliged to apply the balance of any funds received by the Borrowers pursuant to the relevant Intercreditor Deed to the extent required to ensure that the relevant Required Amount is satisfied. Any balance of funds received by the Borrowers pursuant to the relevant Intercreditor Deed after such application shall be available to the relevant Borrower. In the event that the funds received pursuant to the relevant Intercreditor Deed are not adequate to ensure that the relevant Required Amount is satisfied, the Borrowers shall be obliged to pay an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal such shortfall to the Minimum Release Price for such Individual Continental Property, (B) Facility Agent no later than 5 Business Days after receipt of notification from the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs Facility Agent of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess details of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding satisfy the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofRequired Amount.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Mandatory Prepayment. On the first (1st) Payment Date occurring after the fourth (4th) anniversary of the Closing Date (the “Mandatory Prepayment Date”), Borrower shall be required to prepay in whole the Debt, unless Borrower shall have satisfied each of the following terms and conditions on or prior to the Mandatory Prepayment Date:
(a) no Event of Default shall be continuing on the Mandatory Prepayment Date;
(b) if the Interest Rate Cap Agreement is scheduled to mature on or prior to the Mandatory Prepayment Date, Borrower shall obtain and deliver to Lender not later than the first day following the Mandatory Prepayment Date (provided that the form of such Replacement Interest Rate Cap shall have been delivered to Lender not later than ten (10) Business Days prior to the first day following the Mandatory Prepayment Date), one or more Replacement Interest Rate Cap Agreements at the Strike Price from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day following the Mandatory Prepayment Date and shall have a maturity date not earlier than the Maturity Date;
(c) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the Mandatory Prepayment Date shall not be less than 1.45:1.00, provided that Borrower shall have the right on the Mandatory Prepayment Date to repay a portion of the Loan on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan based on the respective original principal amounts of the Loan, the Mortgage Loan and each Other Mezzanine Loan in an amount necessary to cause the foregoing Debt Service Coverage Ratio requirement to be satisfied;
(d) Borrower shall have delivered to Lender as of the Mandatory Prepayment Date an Officer’s Certificate in form reasonably acceptable to Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time or are no longer true and correct as a result of factual circumstances or events that have occurred subsequently, provided such circumstances and events that have occurred subsequently do not constitute a Default or an Event of Default that is continuing;
(i) On each date on which Lender actually receives a distribution Each of Net Proceeds relating to an Individual Continental PropertyMortgage Borrower and Maryland Owner, First Mezzanine Borrower, Second Mezzanine Borrower and Third Mezzanine Borrower shall have contemporaneously extended the term of the Mortgage Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan, respectively, and if Lender is (ii) each of the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower shall have satisfied the conditions set forth in Section 2.4.4 of the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement, respectively, such that they are not required to and does not make such Net Proceeds available repay their respective Mezzanine Loan; and
(f) Borrower shall have paid to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual Lender all reasonable costs of incurred by Lender in connection with such prepayment to the extent such amounts are not paid to Lender requirements set forth in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c2.4.4 (including reasonable attorneys’ fees) hereof in excess of the Mortgage Mandatory Prepayment Amount shall excluding any Spread Maintenance Premium, prepayment penalty or breakage fees which might otherwise be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerdue.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Loan Agreement (Hcp, Inc.)
Mandatory Prepayment. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in KPT (iother than with respect to certain "contingent value rights", as to which the following sentence shall govern) On each date on which Lender actually receives or AAC III, or upon a distribution Transfer of Net Proceeds relating to an Individual Continental PropertyEquity Interests in or control of Lazard Freres REI, or change in the general partner of any of LFSRI II, LFSRI II Alternative and if Lender is not required to LFSRI-CADIM, the entire Indebtedness shall become immediately due and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)payable, in each case, in accordance together with the Exit Fee and any applicable terms and conditions hereofPrepayment Premium. In the event of a Transfer of any of the "contingent value rights" in KPT owned by any member of the Borrower Control Group, Borrower shall, at Lender’s option, prepay a portion of the Debt in an amount Indebtedness equal to the lesser of the Net Proceeds of such Transfer and the outstanding Indebtedness, together with any applicable Prepayment Premium, shall become immediately due and payable (a "CVR Payment"); provided, however, that Lender shall have the right, in its sole discretion, to reject all or any portion of such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender. In the event that any Transfer of assets of an Operating Company in the nature of a capital transaction ("Capital Transaction"), whether in one transaction or a series of transactions, yields to such Operating Company amounts used to pay Dividends and Distributions to the Borrower or any member of the Borrower Control Group in the aggregate amount of $2.5 million (the "Threshold") then an amount of the Principal Indebtedness, less any applicable Prepayment Premium, equal to the lesser of (A) all Dividends and Distributions from such Operating Company in excess of the Net Proceeds up Threshold attributable to an amount equal to the Minimum Release Price for such Individual Continental Property, one or more Capital Transactions and (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)outstanding Indebtedness, together with the applicable Interest Shortfall Prepayment Premium, shall become due and Breakage Costs and payable five (5) Business Days after receipt thereof by Borrower or any member of the actual reasonable costs of Lender in connection with Borrower Control Group, as applicable; provided, however, that (x) no such prepayment shall be required until the portion of the Principal Indebtedness to be so prepaid is at least $1,000,000, and (y) Lender shall have the right, in its sole discretion, to reject all or any portion of any such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender, but Borrower shall not thereby be released from the obligation to make further prepayments hereunder. There shall be a separate Threshold for each Operating Company. No rejection by Lender of a prepayment pursuant to the extent such amounts are not paid terms hereof shall be deemed to Lender constitute a release or waiver of the requirements of the Deposit Account Agreement regarding deposit and disposition of Dividends and Distributions. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in accordance ▇▇▇▇▇▇▇▇▇▇ or Intown, a portion of the Indebtedness (calculated as set forth in the following sentence) together with Article 7 hereof.
(iii) Borrower any applicable Prepayment Premium shall make become immediately due and payable. The amount of the REMIC Payment as and Indebtedness required to be prepaid shall be equal to the extent required hereunderlesser of (i) the Net Proceeds of such Transfer (or, if such Transfer is in respect of ▇▇▇▇▇▇▇▇▇▇, 50% thereof) and (ii) the outstanding Indebtedness. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Any pre-payment hereunder shall be due in connection made only with any prepayment made pursuant to this Section 2.7(csixty (60) days' prior written notice (including, without limitation, in connection with any REMIC Paymentwhich notice may be revoked by Borrower as long as such notice specifies that it is revocable). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds at least thirty (I30) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and days but not more than ninety (II90) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountdays' irrevocable prior notice.
Appears in 1 contract
Sources: Loan Agreement (Lf Strategic Realty Investors Ii L P)
Mandatory Prepayment. (a) If on any date prior to the termination of the Revolving Credit Commitment, the Total Revolving Credit Outstandings as of such date exceed (i) On each date on which Lender actually receives a distribution the Total Revolving Credit Commitment or (ii) the Borrowing Base, the Borrower, without notice or demand, shall immediately apply an amount (without duplication) equal to any such excess to the prepayment in full of any outstanding Revolving Credit Loans.
(b) In the event of any Disposition (whether voluntary or involuntary) outside the ordinary course of business of any Property of the Borrower or any of its Subsidiaries (including the Disposition of the Trinidad Interests or any part thereof) occurring prior to the Termination Date that results in Net Cash Proceeds relating in excess of $1,000,000 in the aggregate, (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or receipt of proceeds of such Disposition (including the amount of the estimated Net Cash Proceeds to an Individual Continental Propertybe received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition, and if Lender is not required to and does not make the Borrower shall deliver all of such Net Cash Proceeds available in excess of $1,000,000 in the aggregate to Borrower the Administrative Agent for Restoration application to the then outstanding Loans. Nothing herein contained shall impair or for disbursement as Rent Loss Proceeds otherwise affect the prohibitions against the Disposition of Property contained herein and in the Loan Documents or any requirement that the Bankruptcy Court approve such Disposition. Any proceeds of a Disposition in this Section 2.9(b) designated to pay actual taxes payable and costs of such Disposition shall be held by the Administrative Agent in escrow until applied to such taxes and costs.
(as applicable), in each case, c) Prior to the earlier of the Termination Date or the date upon which the Loans hereunder become due and payable in accordance with Section 7, all proceeds of the applicable terms Inventory and conditions proceeds of the Receivables of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower's and the Guarantors' businesses (other than the amounts subject to Section 2.9(b) hereof, Borrower shall, at Lender’s option, prepay ) shall be deposited in the Debt in an amount equal Collection Account and transferred on a daily basis to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall Concentration Account and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied daily as follows: (Ii) first, to the Mezzanine Lenderpayment of actual, necessary expenses of the type set forth in an amount equal the Budget (subject to variations from the Budget permitted herein); (ii) second, to the Mezzanine Mandatory Prepayment Amount costs, fees and expenses of the Administrative Agent (as such term is defined including without limitation the fees and expenses of its counsel and other professionals and previous employed or retained by the Administrative Agent) to the extent not contained in the Mezzanine Loan Documents)Budget; (iii) third, to the repayment of all Revolving Loans hereunder until all Revolving Loans shall be fully paid; and (iv) fourth, to be held by the Administrative Agent in the Concentration Account until release or applied; and fifth, as the Orders shall provide it if then in effect and otherwise as shall be determined by the Bankruptcy Court. The Administrative Agent shall make the application provided for by clauses (ii) and (iii) above once each Business Day automatically after 2:00 P.M. (New York City time) on such day.
(d) Amounts to be applied in accordance connection with the Mezzanine Loan Documentsprepayments made pursuant to paragraph (b) of this Section 2.9 shall be applied, and (III) lastlyfirst, to Borrowerthe prepayment of the Term Loans and, second, to reduce permanently the Total Revolving Credit Loans.
(iie) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Any reduction of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Revolving Credit Commitments shall be accompanied by prepayment of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment Revolving Credit Loans to the extent such amounts are not paid to Lender in accordance with Article 7 hereofextent, if any, that the Total Revolving Credit Outstandings exceeds the amount of the Total Revolving Credit Commitments as so reduced.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Term Loan, Revolving Credit, Guarantee and Security Agreement (Mississippi Chemical Corp /MS/)
Mandatory Prepayment. Subject to any restrictions in the First-Lien Documentation (in the case of clause (iv) only), the Borrower will be required to prepay the Initial Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (i) On each date on the net cash proceeds from the issuance of Securities (as defined in the Engagement Letter), provided, that in the event any Initial Bridge Lender or affiliate of an Initial Bridge Lender purchases debt securities from the Borrower pursuant to a “securities demand” under the Engagement Letter at an issue price above the level at which such Initial Bridge Lender actually receives or affiliate has determined such debt securities can be resold by such Initial Bridge Lender or affiliate to a distribution bona fide third party at the time of Net Proceeds relating such purchase that is not a lender under the Bridge Facility or affiliate thereof or a participant in the Bridge Facility at such time (and notifies the Borrower thereof), the net cash proceeds received by the Borrower in respect of such debt securities may, at the option of such Initial Bridge Lender or affiliate, be applied first to an Individual Continental Propertyprepay the Initial Bridge Loans of such Initial Bridge Lender or affiliate (provided that if there is more than one such Initial Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Initial Bridge Loans of all such Initial Bridge Lenders or affiliates in proportion to such Initial Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Borrower) prior to being applied to prepay the Initial Bridge Loan held by other Initial Bridge Lenders; (ii) the net cash proceeds from the issuance of any Refinancing Debt (to be defined) by the Borrower or any of its restricted subsidiaries; (iii) net cash proceeds from any issuance of equity, subject to exceptions to be agreed, and if Lender is not (iv) the net cash proceeds (which will be defined to exclude, among other things, the amount of any required to and does not taxes or tax distributions that the Borrower may make as a result of such Net Proceeds available to sale or disposition) from any non-ordinary course asset sales or dispositions (including as a result of casualty or condemnation) by the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), any of its restricted subsidiaries in each case, excess of amounts either reinvested in the business of the Borrower or its restricted subsidiaries in accordance with the First-Lien Facility and the ABL Facility or required to be paid to the lenders under the First-Lien Facility or the ABL Facility, in the case of any such prepayments pursuant to the foregoing clauses (i), (ii), (iii) and (iv) above with exceptions and baskets usual and customary for financings of this type made by companies that are affiliates of the Borrower and in any event not less favorable to the Borrower than those applicable terms to the First-Lien Facility and conditions hereof, the ABL Facility (with appropriate modifications to reflect the bridge nature of the facility). The Borrower shall, at Lender’s option, will also be required to offer to prepay the Debt Initial Bridge Loans following the occurrence of a change of control (to be defined in an amount equal a manner consistent with the Applicable Bond Standard (as defined below) and in any event not less favorable to the aggregate of (A) Borrower than the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined definition in the Mezzanine Loan Documents), First-Lien Documentation but not to be applied in accordance with the Mezzanine Loan Documents, and (IIIinclude a “continuing director” prong) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds outstanding principal amount thereof, plus accrued and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment unpaid interest to the extent such amounts are not paid to Lender in accordance with Article 7 hereofdate of repayment.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.
Appears in 1 contract
Sources: Securities Purchase Agreement (Builders FirstSource, Inc.)
Mandatory Prepayment. (ia) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement, the Company shall be required to prepay outstanding Bonds as set forth in Section 2.1 of the Common Agreement. All such prepayments of the Bonds shall be made in the manner set forth in Section 2.3 of the Common Agreement, together with accrued interest to the date of such prepayment. Amounts prepaid pursuant to this Section 3.05 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 3.05 shall be applied on a pro rata basis across maturities to the Bonds held by each Bondholder.
(b) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds Test Date (as applicabledefined below), the Company shall notify the Trustee in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each casecase as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in accordance with each case as of such Test Date, the Company shall, no later than forty-five (45) days after the applicable terms and conditions hereofTest Date (the “Mandatory Prepayment Date”) prepay all of the Bonds of all of the Bondholders, Borrower shallprovided that any Bondholder (each, at Lender’s optiona “Waiving Bondholder”) may, prepay on or before the Debt in an amount equal Mandatory Prepayment Date, by written notice to the aggregate of Company (A) the Net Proceeds up to an amount equal with a copy to the Minimum Release Price for such Individual Continental Property, Trustee) (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the a “Mortgage Mandatory Prepayment AmountWaiver Notice”). Except during ) waive the continuance of an Event of Default, any Net Proceeds to be applied requirement pursuant to this Section 2.7(c3.05(b) hereof for such mandatory prepayment with respect to the Bonds of such Waiving Bondholder, whereupon the Company shall have no obligation to prepay the Bonds of such Waiving Bondholder. Immediately after receipt thereof, the Trustee shall provide a copy of each Mandatory Prepayment Waiver Notice to each Bondholder. On the Mandatory Prepayment Date, the Company shall prepay the Bonds of all Bondholders (other than each Waiving Bondholder). All such prepayments shall be made to the Bondholders entitled thereto pro rata and shall otherwise be paid in excess the manner set forth in Section 2.1 of the Mortgage Mandatory Prepayment Amount Common Agreement. Such prepayments shall be applied as follows: (I) first, made together with accrued interest to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.
(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding prepayment on the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.
(iii) Borrower shall make the REMIC Payment as and to the extent required hereunderprincipal amount prepaid. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Amounts prepaid pursuant to this Section 2.7(c3.05(b) (including, without limitation, in connection with any REMIC Payment)may not be reborrowed. Any prepayment received by Lender pursuant to For the purposes of this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.3.05(b):
Appears in 1 contract
Sources: Trust Deed (Digicel Group LTD)
Mandatory Prepayment. (i) On each date Upon a Change in Control all amounts of principal of and interest on which Lender actually receives this Note shall become immediately due and payable at the option of the Holder. The Holder may upon receiving notice of a distribution Change in Control, exercise its right to demand payment in full of Net Proceeds relating to an Individual Continental Propertythis Note, and if Lender is not required to and does not make by giving the Company notice of such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds election within five (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate 5) Business Days of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for receiving such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”)notice. Except during the continuance of an Event of Default, any Net Proceeds The Holder may elect to be applied pursuant to this Section 2.7(cpaid on any Business Day not less than twenty (20) hereof in excess and not more than sixty (60) Business Days following the receipt of such notice from the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to BorrowerCompany.
(ii) On each date on which Lender actually receives a distribution In the event that the Company consummates (x) an IPO or (y) an Asset Disposition (as hereinafter defined), the Company shall, within five (5) Business Days following consummation of such IPO or Asset Disposition, apply the Net Proceeds relating thereof to an Individual Puerto Rico Propertythe prepayment of principal of the Note, and if Lender is not required to and does not make the extent that such Net Proceeds (but specifically excluding shall not have been required to be applied to Senior Debt and the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower Company shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection concurrently with such prepayment of principal of this Note, pay interest on the amount prepaid (as provided in Section 2(a) as though the date of prepayment was an Interest Payment Date which interest, however, shall be paid in cash and no PIK Amount shall be added to the extent Accreted Principal Amount in respect of such amounts are not paid to Lender in accordance with Article 7 hereofpayment of interest.
(iii) Borrower The Company shall give written notice to the Holder of any Change in Control, IPO or Asset Disposition at least ten (10) and not more than sixty (60) Business Days prior to the consummation of same. Such notice shall be given in the manner specified in Section 10.2 of the Purchase Agreement. Nothing contained in this Section 4 shall be deemed a consent by the Holder to the consummation of any Asset Disposition prohibited by the Purchase Agreement and the Company covenants and agrees that, notwithstanding any other provisions of any Transaction Document, it shall not enter into any agreement for an Asset Disposition without the consent in writing of the requisite percentage of Holders of the Notes, unless such agreement provides for the payment in full of the Notes upon consummation thereof. In the event that the closing of an IPO is not consummated within sixty (60) days following the notice of prepayment given by the Company in connection with an IPO, the Company shall be under no obligation to make the REMIC Payment payments as set forth above. In addition, in the event that such a notice of prepayment is delivered by the Company in connection with a Change in Control or Asset Disposition transaction and such transaction is not consummated within sixty (60) days of the notice of prepayment, the Company shall be under no obligation to make the extent required hereunder. No Prepayment Premium or penalty payments as set forth above.
(includingiv) If more than one Note (as defined in the Purchase Agreement) of the Company is outstanding, without limitation, any Default Prepayment Premiumthe Net Proceeds payable under this paragraph (a) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing applied to the benefit Notes of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds Company pro rata.
(Ib) to For the extent that no Trigger Period and no Event purposes of Default then exists, paid to Borrower and (II) to this Note the extent no Event of Default then exists, but a Trigger Period then exists, deposited into following terms have the Cash Management Account.meanings specified below:
Appears in 1 contract
Sources: Subordinated Note and Warrant Purchase Agreement (Brandpartners Group Inc)