Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment. (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b). (v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Amendment Agreement (CSC Holdings Inc), Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (Cablevision Systems Corp /Ny)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin three (3) that have not been used Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrowers (as notified by the Company Lead Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three (3) Business Days of receipt thereof by the Company Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Revolving Credit Commitment Borrowers (as notified by the Lead Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof on a pro-rata basis andfirst, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment), third, to the Maturity Date installment and fourth, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,0001,000,000, the Company may defer Borrowers shall not be obligated to make such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedprepayment.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any other provisions of this Section 2.05(b), to the extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis.
Appears in 3 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Mandatory. So long as (i) If the Company commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Restricted Subsidiaries (A) Disposes of receives any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds arising from any Debt Issuance, then the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay the Loans hereunder in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in not later than five (5) Business Days following the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified receipt by the Company to the Administrative Agent on Borrower or prior to the receipt such Subsidiary of such Net Cash Proceeds), . The Borrower shall promptly (and so long as no Default shall have occurred and be continuing, not later than five (5) Business Days following receipt thereof) notify the Company or such Restricted Subsidiary may reinvest all Administrative Agent of the receipt by the Borrower or any portion Subsidiary, as applicable, of such Net Cash Proceeds in operating assets so long as within 365 days after and such notice shall be accompanied by a reasonably detailed calculation of the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated . Each prepayment of Loans under this clause (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested b) shall be immediately applied to the prepayment in full of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date of such fixed for prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; andplus, in the case of prepayments any Eurodollar Loans that are prepaid on any day other than the last day of the Revolving Credit Facility required Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable2.17.
Appears in 3 contracts
Sources: Credit Agreement (PACIFIC GAS & ELECTRIC Co), Credit Agreement (PACIFIC GAS & ELECTRIC Co), Term Loan Credit Agreement (PG&E Corp)
Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person case of Net Cash Proceedseach Tranche A Term Loan Lender, upon the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% making of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to this Section 2.04(b)(i2.01(a)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Existing Credit Agreement, and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon in the incurrence or issuance by case of each Tranche B Term Loan Lender, upon the Company or any making of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 7.122.01 of the Existing Credit Agreement (a)(ii), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase in the case of each Tranche C Term Loan Lender, upon the making of such Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to Facilities. On the date of such prepayment.
(iv) Each any prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) Loans of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be Class is required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b)(vii), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part Revolving Credit Commitments of such aggregate amount to prepay Revolving Credit Loans Class shall automatically and may, subject to permanently reduce by the fulfillment Dollar Amount of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are prepayment required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedmade.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(b), (c), (d), (e) or (Bg)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as as, in each case, within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon an increase any Extraordinary Receipt received by or paid to or for the account of the Revolving Credit Commitment Borrower or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.04(b2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifthe Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, on fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any date on which a prepayment would otherwise cash proceeds not so applied shall be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be immediately applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions Loans as set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b)(v). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Gas Natural Inc.), Credit Agreement (Gas Natural Inc.)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to permitted by Section 7.05(f) in Section 7.08(c)) or (B) suffers an Event excess of Loss, $500,000 in each casethe aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)promptly after, and so long as in no Default shall have occurred and event later than five Business Days after, receipt thereof by such Person (such prepayments to be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon an increase any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Revolving Credit Commitment Company or Term A-1 Loansany of its Subsidiaries, and not otherwise included in clause (i) or both, in accordance with (ii) of this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.142.05(b), the Company Borrowers shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to the date of such prepaymentbe applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Facility Commitments at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viivi) Prepayments Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, Obligations in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Minimum Collateral Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (Ax) Disposes of any property (other than any deemed in a Disposition referred to in Section 7.08(c)) or (B) suffers constituting an Event of Loss, in each case, Asset Sale which results in the realization by such Person of Net Cash ProceedsProceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (ii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Aggregate Commitments at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of If (1) any property (other than any deemed Disposition referred to in Section 7.08(c)) Prepayment Asset Sale occurs or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt thereof by of such Person, Net Cash Proceeds an aggregate principal amount of Initial Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by (the Company “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such Restricted Subsidiary.
(iii) Upon an increase date, the Borrower shall have given written notice to the Administrative Agent of the Revolving Credit Commitment its intention to reinvest all or Term A-1 Loans, or both, a portion of such Net Cash Proceeds in accordance with Section 2.13 or upon 2.06(b)(i)(B) and (y) if at the establishment time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the Incremental documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Facility Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.142.05(b)(i) shall be reduced accordingly and (y) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the Company declined amount shall immediately prepay, promptly (and in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to any event within ten (10) Business Days after the date of such prepayment.
(ivrejection) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Term Loans in accordance with the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.terms hereof;
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)
Mandatory. (i) If for any reason the Company Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(ii) Upon completion of (i) any early termination of any Hedge Transaction used in determining the Borrowing Base on the immediately preceding Determination Date or (ii) the Disposition of any assets included in the Borrowing Base on the immediately preceding Determination Date, the effect of which termination or Disposition would be a reduction in the Borrowing Base then in effect of 10.0% or more on a pro forma basis, the Borrowing Base shall immediately and automatically upon consummation of such transaction be reduced by the Borrowing Base contribution of such Hedge Transaction or assets, and all Net Cash Proceeds from the termination of such Hedge Transaction or the Disposition of such assets shall be applied to reduce or eliminate any Borrowing Base Deficiency resulting from such reduction.
(iii) To the extent not covered by (ii), if the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in under Section 7.08(c)7.05(g) or (B) suffers an a Casualty Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such use the Net Cash Proceeds whichto eliminate any Borrowing Base Deficiency resulting from such sale; provided that, in the aggregate with proceeds of any other Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth belowextent that (A) such proceeds are reinvested in replacement properties or assets, exceeds $50,000,000or other productive properties or assets, acquired by the Borrower or a Restricted Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Restricted Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Restricted Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided, however, provided further that, with respect to the proceeds of any Casualty Event shall not constitute Net Cash Proceeds described to the extent that such proceeds are reinvested in this Section 2.04(b)(i)replacement properties or assets, at or other productive properties or assets, acquired by the election Borrower or a Guarantor of a kind then used or usable in the business of the Company applicable Person (as notified by with equal or greater aggregate Attributed Value) within 180 days from the Company to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)thereof.
(iiiv) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest such prepayments to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (viiv) of this Section 2.04(bbelow).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility Total Outstandings made pursuant to this Section 2.04(b2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Borrower Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceedsa Vessel, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all the Net Cash Proceeds received therefrom from such Disposition immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below);
(ii) If an Event of Loss shall occur in relation to a Vessel, the Company Borrowers shall prepay the aggregate principal amount of the Loans on the date of receipt of insurance proceeds or other compensation attributable thereto in an amount equal to 100% of such Restricted Subsidiaryproceeds or other compensation (such prepayments to be applied as set forth in clause (iii) below); provided, however, if the insurance proceeds or other compensation attributable to such Event of Loss shall not have been received by the Administrative Agent within 180 days following the date on which such Event of Loss shall be deemed to have occurred, the Borrowers shall prepay the aggregate principal amount of the Loans on such 180th day by an amount equal to the amount of insurance against total loss required to be maintained in respect of such Vessel pursuant to the Preferred Vessel Mortgage thereon.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and 2 Facility to the principal repayment installments thereof on a pro-rata basis in the inverse order of maturity and, second, to the Revolving Credit Term 1 Facility to the principal installments thereof in the manner inverse order of maturity.
(iv) Commencing with the fiscal year ending December 31, 2011, the Borrowers shall repay the Loans in an amount equal to the Lenders’ Allocated Percentage of Excess Cash, calculated semi-annually, (A) within 60 days after the end of any fiscal year and (B) within 45 days after the end of each other semi-annual period (such prepayments to be applied as set forth in clause (viiiii) of this Section 2.04(babove).
(v) Notwithstanding If any Loan Party receives Net Cash Proceeds from the Disposition of the other provisions of clause (i) or (ii) of this any asset constituting Collateral in accordance with Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b7.05(g), the Borrowers shall prepay an aggregate principal amount of the Loans equal to 100% of the Net Cash Proceeds required of such Net Cash Proceeds immediately upon receipt thereof by such clause Person (such prepayments to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions as set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (viii) above)) but which have not previously been so applied.;
(vi) If for any reason Loan Party receives Net Cash Proceeds from the Total Revolving Credit Outstandings at Disposition of any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) asset not constituting Collateral in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this accordance with Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b7.05(h), the Borrowers shall prepay an aggregate principal amount remaining, if any, of the Loans equal to the Lender’s Allocated Percentage of such Net Cash Proceeds (after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing repayment of any Letter of Credit Indebtedness that has been Cash Collateralizedis secured by such asset that is required to be repaid in connection with such transaction, other than Indebtedness under the funds held as Cash Collateral shall Loan Documents) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (without any further action by or notice to or from the Company or any other Loan Partyiii) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableabove).
Appears in 2 contracts
Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
Mandatory. (i) If Prior to the Company or any consummation of its Restricted Subsidiaries a Qualified MLP IPO, within five Business Days after the delivery of financial statements pursuant to Sections 8.03(b) and (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cc)) or (B) suffers an Event of Loss, in each casecommencing with the financial statements for the Fiscal Quarter ending March 31, which results in the realization by such Person of Net Cash Proceeds2014, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company pay to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), without duplication and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, for application in accordance with Section 2.13 or upon the establishment 2.04(b)(viii), an aggregate amount equal to (x) 75.0% of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Excess Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of Flow for the applicable conditions set forth in Article V, reborrow such amounts Fiscal Quarter minus (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowedy) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net voluntary prepayments of Term Advances under Section 2.04(a) during such Fiscal Quarter paid from Internally Generated Cash Proceeds received by and (z) the Company and other amounts, as applicable, that are required to be applied to prepay amount of mandatory prepayments of Term Loans under this Section 2.04(b) during such Fiscal Quarter (without giving effect to the first and second sentences other than subclause (i)(x) of this clause (vb)) but which have not previously been so appliedto the extent made from amounts that increased Net Income. No mandatory prepayments shall be required from Excess Cash Flow following the consummation of a Qualified MLP IPO.
(viii) If for no later than the fifth Business Day following the date of receipt of any reason Asset Sale Proceeds by any of the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Loan Parties (other than in respect of (A) any sale, transfer or other disposition permitted under Sections 8.02(e)(i) through (v), (vii) and (viii) and (B) sales, leases or licenses out of other assets for aggregate consideration of less than $750,000 with respect to any transaction or series of related transactions and less than $1,000,000 in the L/C Borrowingsaggregate during any Fiscal Year), the Borrower shall not have delivered a Reinvestment Notice in respect thereof, then the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to the amount of such Asset Sale Proceeds; provided that, if the Borrower shall have delivered a Reinvestment Notice in respect of any Asset Sale Proceeds, then (1) the Loan Parties shall be permitted to use such Asset Sale Proceeds to make a Permitted Investment to the extent that such Asset Sale Proceeds are applied by a Loan Party to such Permitted Investment within 12 months of such Asset Sale, and (2) to the extent that the conditions set forth in clause (1) above are not satisfied, no later than the first Business Day following the failure by the Borrower to satisfy such conditions, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to the remaining amount (if any) of such Asset Sale Proceeds not otherwise applied pursuant to clause (1).
(iii) Within one Business Day of the receipt of any Debt Proceeds by any of the Loan Parties the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to such excessDebt Proceeds.
(viiiv) Prepayments (A) If, no later than the fifth Business Day following the date of receipt of any Insurance Proceeds or Eminent Domain Proceeds by any of the Revolving Credit Facility made Loan Parties, the Borrower shall not have delivered written notice of a Responsible Officer of the Borrower that the Borrower intends to deliver a Reinvestment Notice or Repair Notice pursuant to Section 8.01(x)) in respect thereof (other than Insurance Proceeds in respect of an Electrabel Termination Event, which shall, for the avoidance of doubt be applied within such five Business Day period in accordance with Section 2.04(b)(viii) as provided in this Section 2.04(bparagraph), first, then the Borrower shall be applied ratably pay to the L/C Borrowings, second, shall be applied ratably Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii) an aggregate amount equal to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by Insurance Proceeds or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit LendersEminent Domain Proceeds, as applicable; provided that, if the Borrower shall have delivered any such notice in respect of any such Insurance Proceeds or Eminent Domain Proceeds, then the Loan Parties shall be permitted to apply such proceeds in accordance with Section 8.01(x).
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.5(a), (b), (c), (d), (f), (g) or (Bh)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds (in excess of $20,000,000 in the aggregate in any fiscal year unless an Event of Default has occurred and is continuing at the time of such Disposition in which case no Net Cash Proceeds shall be excluded from the mandatory prepayment requirements of this clause (i)), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used within 10 Business Days of receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (vi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.6(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets property useful to its business so long as the Borrower or such Subsidiary has consummated such purchase or entered into a binding contract with respect to such purchase within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such binding contract or so reinvested shall be immediately applied within 10 Business Days after such period to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.6(b)(i).
(ii) Upon the incurrence sale or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness of its Capital Stock (other than Excluded Issuances and any Indebtedness expressly permitted sales or issuances of Capital Stock to another Group Member) at any time while an Event of Default shall have occurred and be incurred or issued pursuant to Section 7.12)continuing, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within 10 Business Days of receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon an increase the incurrence or issuance by the Borrower or any of the Revolving Credit Commitment its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or Term A-1 Loans, or both, in accordance with issued pursuant to Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.147.2), the Company Borrower shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to the date of such prepaymentbe applied as set forth in clause (vi) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries at any time while an Event of Default shall have occurred and be continuing, and such Extraordinary Receipt is not otherwise included in clause (i), (ii) or (iii) of this Section 2.6(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(v) Upon the occurrence of any 2007 Convertible Notes Maturity Condition, the Borrower on November 21, 2011 shall prepay in full all of the Loans and all other amounts owing under this Agreement and under any of the other Loan Documents and the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to 105% of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit.
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.6(b)(i) through (other than pursuant to clause (iiiiv) of this Section 2.04(b)) above shall be applied, first, applied ratably to each of the Term Facilities Loan Facility and to the principal repayment installments thereof on a pro-rata basis and, second, basis.
(vii) Each prepayment of Loans pursuant to the provision of Section 2.6(v) above shall be applied first to the Term Loans and then to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), follows: first, shall be applied ratably to the L/C BorrowingsReimbursement Obligations and the Swingline Obligations, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant shall be automatically and permanently reduced to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business-0-. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer Issuing Lender or the Revolving Credit Lenders, as applicable.
(viii) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay the Revolving Loans and Reimbursement Obligations in an amount equal to such excess.
Appears in 2 contracts
Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Mandatory. (i) If (A) the Company or any of its Subsidiaries Disposes of any Collateral other than (x) Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of Equity Interests in a Restricted Subsidiary that hold only Excluded Assets, or (z) as a result of the consummation of the Spin-Off (a “Mandatory Prepayment Disposition”), or (B) the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, which in each case, which results together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Original Closing Date, result in the realization by such Person the Loan Parties, collectively, of Net Cash ProceedsProceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (for the avoidance of doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (i)(A)(x)), the Company shall in each case prepay, immediately upon within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds whichProceeds; provided that if the Company’s Total Leverage Ratio, in as determined by the aggregate Compliance Certificate most recently delivered pursuant to Section 7.01(e), is (x) greater than or equal to 2.00:1.00 but less than 2.50:1.00, such percentage shall be reduced to 75% of such Net Cash Proceeds, or (y) less than 2.00:1.00, such percentage shall be reduced to 50% of such Net Cash Proceeds; provided, further, that (x) with respect to all or a portion of any other Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i2.05(b)(i)(A), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the such third Business Day following receipt of such Net Cash ProceedsProceeds of Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds arising from such Disposition in operating assets so long as which constitute Collateral within 365 days after the receipt of such Net Cash ProceedsProceeds and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), such reinvestment shall have been consummated at the election of the Company (as certified notified by the Company in writing to the Administrative AgentAgent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, if such replacement or repair could not reasonably completed within 365 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)Loans.
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to under Section 7.127.14), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, except to the extent that the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility, if any, second, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, secondthird, except to the extent that the Incremental Revolving Credit Lenders under an Incremental Revolving Credit Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit LoansFacility and each Incremental Revolving Credit Facility, if any, and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or through (iiiii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and any Incremental Revolving Credit Facility shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer Issuers or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the Company account of the Borrower or any of its Restricted Subject Subsidiaries (A) Disposes in respect of any its property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Lossassets, in each case, which results in after the realization by such Person first $20,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three Business Days after the date of receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(ivii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro-pro rata basis and, secondthereafter, to the Revolving Credit Facility in the manner set forth in clause (viiiii) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.04(b2.05(b), first, shall be applied ratably to the prepay L/C BorrowingsBorrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied ratably to the prepay Swing Line Loans outstanding Revolving Credit Loansat such time until all such Swing Line Loans are paid in full, and, third, shall be used applied to Cash Collateralize the remaining L/C Obligationsprepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountstime, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that Credit, which has been Cash Collateralized, the such funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iv) Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to the last day of an Interest Period, so long as no Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to be made.
Appears in 2 contracts
Sources: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below.
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)Debt Issuance, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) Upon or (iv) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be appliedapplied in the following order, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis andamong the Closing Date Term Loans and the Additional Term Loans), and thereafter, on a pro-rata basis amongto the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amountsthird, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence Collateralize outstanding Letters of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedCredit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ), (ii), (iii), or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Mandatory. (i) If The Borrower shall, on the Company or any third Business Day following the receipt by the Borrower after the Effective Date of its Restricted Subsidiaries (A) Disposes of Net Cash Proceeds from any property (other than any deemed Disposition referred to in Section 7.08(c)) Asset Sales or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds from the incurrence of any Bridge Debt, the Company shall offer to prepay, immediately upon receipt thereof by such Personon a pro rata basis, an aggregate principal amount of the Term Loans in an amount equal to 100% the Banks’ Ratable Share of such Net Cash Proceeds which, and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso provisions set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i2.10(c), at . Upon the election payment in full of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuingTerm Loans, the Company or such Restricted Subsidiary may reinvest all or any portion of Borrower shall apply such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments, except as set forth in Section 2.09(b)(ii)).
(ii) The Borrower shall, on the third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Collateralization of Proceeds referred to in this Section 2.10(b)(ii) are received by the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelyBorrower, the “Reduction Amount”) may Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be retained by the Company for use in the ordinary course of its businessdistributed to be so distributed. Upon the drawing payment in full of any Letter of Credit that has been Cash Collateralizedthe Term Loans, the funds held as Borrower shall apply such Net Cash Collateral shall be applied Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the reduction of Revolving Credit Lenders, as applicableLoan Commitments).
Appears in 2 contracts
Sources: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)
Mandatory. (i) If the Company any Dispositions or any Events of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, Loss with respect to any Net Cash Proceeds described Property that includes any Pre-Petition BMO Primary Collateral, Pre-Petition CoBank Primary Collateral or Collateral (in this Section 2.04(b)(i), at an amount in excess of $1,000,000 in the election of the Company (as notified by the Company to the Administrative Agent on or aggregate) occur prior to the receipt Termination Date and outside the ordinary course of business (no such Net Cash ProceedsDisposition to occur without Bankruptcy Court approval and with the Lenders reserving all rights, if any, to object to any such Disposition), and so long as no Default shall have occurred and be continuing, 100% of the Company or such Restricted Subsidiary may reinvest all Net Proceeds thereof in excess of $1,000,000 (or any portion greater amount that is a whole multiple of such Net Cash Proceeds $250,000) in operating assets so long the aggregate (the “Prepayment Amount”) shall be applied as within 365 days after follows:
(A) First, to the receipt costs, fees and expenses of such Net Cash Proceedsthe DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other professionals, such reinvestment shall have been consummated (as certified including those previously employed or retained by the Company in writing DIP Agent and the Lenders);
(B) Second, to the Administrative Agent); interest and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied fees then due and then to the prepayment of all outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any reduction in the Loans DIP Commitments resulting from such prepayments);
(C) Third, to be held by the DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of Credit in an amount equal to 105% of the amount of all such Letters of Credit) until released or applied pursuant to Section 4.4 hereof (but without any reduction in the DIP Commitments resulting from such prepayments); and
(D) Fourth, as set forth the Financing Order shall provide if then in this Section 2.04(b)(i)effect and otherwise as shall be determined by the Bankruptcy Court. Any such proceeds of sale designated to pay such taxes and costs of sale which are not required to be disbursed at the closing of such sale shall be held in escrow by the DIP Agent and shall be subject to the Lien of the DIP Agent, the Lenders, the Pre-Petition BMO Agent, the Pre-Petition BMO Lenders, the Pre-Petition CoBank Agent and the Pre-Petition CoBank Lenders until applied to pay such taxes and costs of sale and the amount of all obligations secured by Permitted Liens that are senior to the DIP Agent’s in the Collateral and the Replacement Liens.
(ii) Upon Prior to the incurrence or issuance by Termination Date, all Available Unrestricted Cash (including without limitation all Available Unrestricted Cash consisting of proceeds of the Company or inventory and proceeds of the accounts receivable of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower’s and the Guarantors’ businesses) determined as of 12:00 noon, Chicago time, on any of its Restricted Subsidiaries of any Indebtedness Business Day (other than amounts subject to Section 1.8(b)(i) hereof) in excess of $15,000,000 shall be deposited in the Collection Accounts referred to in Section 4.3 hereof and applied daily as follows:
(A) First, to the costs, fees and expenses of the DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other professionals, including those previously employed or retained by the DIP Agent and the Lenders) that are then due and payable;
(B) Second, to interest and fees then due and payable and then to the prepayment of all outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any Indebtedness expressly permitted reduction in the DIP Commitments resulting from such prepayments); and
(C) Third, to be incurred held by the DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of Credit in an amount equal to 105% of the amount of all such Letters of Credit) until released or issued applied pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary4.4 hereof.
(iii) Upon an increase The Borrower shall, on each date the DIP Commitments are reduced pursuant to Section 1.11 hereof, prepay the DIP Loans, Swing Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the Revolving Credit Commitment or Term A-1 aggregate principal amount of DIP Loans, or bothSwing Loans, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest and L/C Obligations then outstanding to the date of such prepaymentamount to which the DIP Commitments have been so reduced.
(iv) Each prepayment If at any time the sum of Loans pursuant the unpaid principal balance of the DIP Loans, Swing Loans, and the L/C Obligations then outstanding shall be in excess of the lesser of the DIP Commitments then in effect and the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each DIP Agent for the account of the Term Facilities Lenders as and for a mandatory prepayment on such Post-Petition Obligations, with each such prepayment first to be applied to the principal repayment installments thereof on a pro-rata basis and, second, DIP Loans and Swing Loans until paid in full with any remaining balance to be held by the Revolving Credit Facility DIP Agent in the manner set forth in clause (vii) Cash Collateral Account as security for the Post-Petition Obligations owing with respect to outstanding Letters of this Section 2.04(b)Credit.
(v) Notwithstanding any Each prepayment of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b1.8(b) (without giving effect shall be made by the payment of the principal amount to the first and second sentences be prepaid. Each prefunding of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, made in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this accordance with Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable4.4 hereof.
Appears in 2 contracts
Sources: Post Petition Credit Agreement (Pilgrims Pride Corp), Post Petition Credit Agreement (Pilgrims Pride Corp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of If (1) any property (other than any deemed Disposition referred to in Section 7.08(c)) Restricted Company consummates a Prepayment Asset Sale or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash ProceedsProceeds in excess of the greater of $20,000,000 and 15.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period (the “De Minimis Proceeds Threshold”) in any Fiscal Year, the Company Borrower shall prepay, immediately upon cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt thereof by of such Person, Net Cash Proceeds an aggregate principal amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in an amount equal to 100% Required Net Proceed Percentage of such all Net Cash Proceeds whichreceived in excess of the De Minimis Proceeds Threshold (collectively, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) “Subject Proceeds”); provided, that have not been used to prepay the Loans no such prepayment shall be required pursuant to this Section 2.04(b)(i2.06(b)(i)(A) if, on or reinvested pursuant prior to such date, the Borrower shall have given written notice to the proviso set forth below, exceeds $50,000,000; provided, however, that, Administrative Agent of its intention to reinvest all or a portion of such Subject Proceeds in accordance with Section 2.06(b)(i)(B).
(A) With respect to any Subject Proceeds realized or received with respect to any Net Cash Proceeds described Prepayment Asset Sale or any Casualty Event required to be applied in this ▇▇▇▇:\98106221\28\78831.0005 accordance with Section 2.04(b)(i2.06(b)(i)(A), at the election option of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Borrower may reinvest all or any portion of such Net Cash Subject Proceeds in operating assets so long as the business of the Restricted Companies within 365 days after (x) 15 months following receipt of such Subject Proceeds or (y) if the Borrower enters into a contract to reinvest such Subject Proceeds within such 15-month period following receipt thereof, 21 months following receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, howeverprovided, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election or are not so reinvested during such 15-month period or 21-month period, as applicable, an amount equal to any such Net Cash Proceeds shall within ten Business Days be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i)2.06.
(iiB) Upon [Reserved].
(C) If, at the incurrence or issuance by time that any such prepayment would be required hereunder, the Company Borrower or any of its Restricted Subsidiaries is required to repay or prepayment any First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds that is required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.06(b)(i) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof and any other relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in this clause (D)); it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by clause (2) above, the Borrower shall not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness.
(ii) If any Restricted Company incurs or issues any Indebtedness (other than any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.127.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Company Borrower shall prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon on or prior to the date which is five Business Days after the receipt thereof by the Company or of such Restricted SubsidiaryNet Cash Proceeds.
(iii) Upon an increase of the Revolving Credit Commitment Within ten Business Days after financial statements have been or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied delivered pursuant to prepay Loans under this Section 2.04(b6.01(a) (without giving effect and the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a), commencing with the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason full Fiscal Year ending after the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeClosing Date, the Company Borrower shall immediately prepay Revolving Credit cause the Subject Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) to be prepaid in an aggregate principal amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction ECF Prepayment Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.)
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (System1, Inc.), Credit and Guaranty Agreement (System1, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below.
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)Debt Issuance, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) Upon or (iv) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be appliedapplied in the following order, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date, and thereafter, on a pro-rata basis andamong the remaining payments to be made on each remaining Term Loan Repayment Date, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amountsthird, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence Collateralize outstanding Letters of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedCredit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ), (ii), (iii), or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Mandatory. (i) If for any reason the Company or Total Revolving Outstandings at any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred time exceed the Revolving Facility then in effect, the Borrowers shall promptly prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, excess; provided that the Company shall prepaynot be required to Cash Collateralize the L/C Obligations pursuant hereto unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Collateral shall be subject to reduction in accordance with Section 2.16.
(ii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Global Revolving Credit Facility then in effect, immediately upon then, within two Business Days after receipt thereof of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Global Revolving Credit Facility then in effect.
(iii) If, within five (5) Business Days following any Disposition of property by any Loan Party permitted by Section 7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such PersonDisposition, is greater than 4.00 to 1.00, the Borrowers shall prepay an aggregate principal amount of Loans equal to 10075% of such Net Cash Proceeds whichimmediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below); provided that, in the aggregate with any other so long as no Specified Event of Default shall have occurred and be continuing, such Net Cash Proceeds described in this Section 2.04(b)(i) that have shall not been used be required to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), be so applied at the election of the Company (as notified by the Company to the Administrative Agent on or prior Agent) to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, extent the Company or such Restricted Subsidiary may reinvest any of the Subsidiaries reinvests all or any portion of such Net Cash Proceeds in operating assets so long as within 365 three hundred sixty four (364) days after the receipt of such Net Cash ProceedsProceeds (or, such reinvestment shall have been consummated (as certified by to the extent that the Company in writing or applicable Subsidiary enters into a binding commitment to the Administrative Agent); and provided further, however, that any reinvest such Net Cash Proceeds within three hundred sixty four (364) days, within one hundred eighty (180) days after the expiration of such initial three hundred sixty four (364) day reinvestment period); provided that if such Net Cash Proceeds shall have not been so reinvested within the applicable timeframe above, such Net Cash Proceeds shall be immediately promptly applied to the prepayment of prepay the Loans as set forth in this Section 2.04(b)(i).
clause (iiiv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow.
(iv) Each prepayment All prepayments of the Loans pursuant to the foregoing provisions of contemplated by this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and applied to the principal repayment installments thereof on a pro-rata basis andof the Term Loans in direct order of maturity. The amount remaining, secondif any, to after the Revolving Credit Facility prepayment in full of all Term Loans, in full may be retained by Loan Parties for use in the manner set forth in clause (vii) ordinary course of this Section 2.04(b)their business.
(v) Notwithstanding any of the other provisions of clause (i) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Specified Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (iiiii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,00010,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,00010,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.2.05
Appears in 2 contracts
Sources: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Mandatory. (i) If To the Company or any of its Restricted Subsidiaries (A) Disposes extent that the Net Cash Proceeds of any property Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (other than any deemed Disposition referred it being agreed and understood that failure to in Section 7.08(c)) deliver such notice shall not constitute a Default or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds which, promptly after receipt thereof (or if the Borrower in the aggregate with any other good faith intends to use such Net Cash Proceeds described to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in this any line of business not prohibited by Section 2.04(b)(i) that 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any such Net Cash Proceeds described for such purpose, provided, that prepayment shall be required in this Section 2.04(b)(i), at the election of the Company (as notified by the Company an amount equal to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion 100% of such Net Cash Proceeds in operating assets so long as within 365 days promptly after any earlier date on which the receipt of Borrower has determined not to use such Net Cash Proceeds, Proceeds for any such reinvestment shall have been consummated purpose) (as certified by the Company in writing all such prepayments to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (iii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeAggregate Commitments, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)2.4(b) shall be applied, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, andSwingline Borrowings, third, shall be used ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.
Appears in 2 contracts
Sources: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC)
Mandatory. (i) If (1) the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(g) or (B2) suffers an any Casualty Event of Lossoccurs, in each either case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $35,000,000, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000immediately upon receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition or Casualty Event), and so long as no Default shall have occurred and be continuingcontinuing at the time of such Disposition or Casualty Event, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long (i) as within 365 days twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (2) if a definitive agreement to so reinvest has been executed within such twelve (12) month period, then such reinvestment shall have been consummated within eighteen (18) months after receipt of such Net Cash Proceeds (in each case, as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term A Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably applied to each of the Term Facilities and A Loan to the principal repayment installments thereof on a pro-rata basis in direct order of maturity to the next four principal repayment installments thereof and, secondthereafter, to the Revolving Credit Facility remaining principal repayment installments (including any installment on the Maturity Date) thereof in the manner set forth in clause (vii) direct order of this Section 2.04(b)maturity.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Halozyme Therapeutics, Inc.), Credit Agreement (Halozyme Therapeutics, Inc.)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(iany event within five Business Days, after the later of (A) that have not been used receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to not more than 5 days after receiving the receipt of such Net Cash ProceedsProceeds therefrom), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, Proceeds such reinvestment shall have been consummated completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as certified by such binding commitment is entered into within 12 months after the Company in writing receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the Administrative Agentnext succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not so reinvested applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied ratably to each of the Term Facilities A Loans then outstanding and to the principal repayment installments thereof on a pro-rata basis and, second, to as directed by the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Borrower.
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartyBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Mandatory. (i) If the Company At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Restricted Subsidiaries (Aother than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e) or (Bh) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (v) below, exceeds $50,000,000); provided, however, thatthat (A) the first $25,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i)2.05(b)(i) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i), and (B) if a Default has occurred and is continuing at any time that the Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i).
(ii) Upon At any time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by the Company account of any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred Agway Subsidiaries, Excluded Subsidiaries, or issued pursuant to Section 7.12Inactive Subsidiaries), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, and not otherwise included in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iiii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.2.05
Appears in 2 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of Relevant Party makes any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, Asset Sale which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, promptly after receipt (or if the Borrower in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used good faith intends to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets, capital assets to be used in operating assets so long as within 365 days after the receipt any line of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified business not prohibited by the Company in writing Section 7.07 or for other uses reasonably acceptable to the Administrative Agent); and provided further, howeverthen on or before the 360th day after such Asset Sale to the extent that, that any within such 360 day period, the Relevant Parties have not used such Net Cash Proceeds not so reinvested for such purpose; provided, that prepayment shall be immediately required with such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (v) below).
(ii) Upon the issuance or incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries Subsidiary of any Indebtedness (other than any Indebtedness expressly permitted under Section 7.02), and upon receipt of the Net Cash Proceeds thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds (such prepayments to be incurred applied as set forth in clause (v) below).
(iii) Upon any Extraordinary Receipt received by or issued pursuant paid to or for the account of any Relevant Party, and not otherwise included in clause (i) or (ii) of this Section 7.122.04(b), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately promptly upon receipt thereof by the Company or such Restricted Subsidiary.
Relevant Party (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest such prepayments to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (viiv) of this Section 2.04(bbelow).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeAggregate Commitments, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(viiv) Prepayments of the Revolving Credit Facility Loans made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Swingline Borrowings, third, shall be applied ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, shall be applied ratably to the outstanding Eurodollar Rate Loans, and, thirdand fifth, shall be used to Cash Collateralize the remaining L/C Obligations; provided that, in the case of prepayments of the Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), such Cash Collateralization shall only be required if an Event of Default has occurred and is continuing,; and, in the case of prepayments of the Revolving Credit Facility Loans required pursuant to clause (i) ), (ii), or (iiiii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and and, if applicable, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable; provided, however, that if an Event of Default no longer exists, any Cash Collateral required under this Section 2.04(b) shall be released to the Borrower. Prepayments made pursuant to this Section 2.04(b) shall not result in a permanent reduction of the Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Antero Midstream Partners LP), Credit Agreement (Antero Resources Midstream LLC)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the The Company shall prepay, immediately upon receipt thereof by such Person, prepay the Committed Loans as hereinafter provided in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used respect to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000such Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in clause (a) of such definition, so long as no Default shall have occurred and be continuing and such casualty occurs prior to November 17, 2026, all or any portion of such Net Cash Proceeds described in this Section 2.04(b)(i), shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent on Agent) to the extent such Loan Party reinvests such Net Cash Proceeds in restoration or prior to repair of the applicable loss, destruction or damage of such Collateral within 180 days after the receipt of such Net Cash Proceeds)Proceeds (or, and so long as no Default shall have occurred and be continuingif a commitment for such reinvestment has been made within such 180 day period, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 360 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any if such Net Cash Proceeds shall have not been so reinvested shall be immediately applied to prepay the prepayment of the Loans as set forth in this Section 2.04(b)(i)Committed Loans.
(ii) Upon The Company shall prepay the incurrence Committed Loans in connection with a Property Substitution or issuance by Prepayment Release in the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted amounts, and to be incurred or issued the extent required, pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary2.19.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Outstanding Amount of all Revolving Credit Outstandings Loans at any time exceed exceeds the Aggregate Revolving Credit Facility at such timeCommitments then in effect, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiv) Prepayments With respect to any Mortgaged Property for which an “as completed” valuation was obtained in calculating the Initial Appraised Value, to the extent a lesser appraised value is given to such Mortgaged Property in accordance with the definition of “Initial Appraised Value”, the Company shall prepay the Committed Loans in an amount equal to 80% of such difference, as reasonably determined by the Administrative Agent and stated in writing to the Company; provided that the amount of such prepayment shall not exceed an amount such that, after giving effect to such adjustment of the Initial Appraised Value of the applicable Mortgaged Property, the Aggregate Outstanding Loan Value (after giving effect to such prepayment amount, if any) does not exceed the Aggregate Loan Cap in effect at such time.
(v) Each prepayment of Loans pursuant to clauses (i) and (iv) of this Section 2.05(b) shall be applied, first, ratably to the remaining principal repayment installments of the Term Loans and, if applicable, the Incremental Term Loan (in each case, including any payment due on the Maturity Date) in inverse order of maturity, and second, to outstanding Revolving Loans (with a corresponding reduction of the Revolving Credit Facility made pursuant to this Section 2.04(b)Commitments in such amount, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments regardless of the amount of Revolving Credit Facility required Loans outstanding at such time). Each prepayment of Loans pursuant to clause (i) or (ii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to the remaining principal repayment installments of the Term Loans and, if applicable, the Incremental Term Loan (in each case, including any payment due on the Maturity Date) on a pro rata basis, and second, to outstanding Revolving Loans (with a corresponding reduction of the Revolving Commitments in such amount, regardless of the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization time). Each prepayment of the remaining L/C Obligations in full Loans pursuant to clause (the sum iii) of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”this Section 2.05(b) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (to repay such excess Revolving Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.06, but otherwise without any further action premium or penalty, and shall be accompanied by or notice to or from interest on the Company or any other Loan Party) to reimburse principal amount prepaid through the L/C Issuer or the Revolving Credit Lenders, as applicabledate of prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excessexcess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(viiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iii) If after the Closing Date a member of the Borrower Group conveys, sells, leases (including via sublease), transfers or otherwise disposes of (1)(A) its direct or indirect beneficial ownership interests in any Designated Property Operating Entity or (B) all or substantially all of the assets of a Designated Property Operating Entity or (2)(A) its direct or indirect beneficial ownership interests in any Non-Designated Property Operating Entity or (B) all or substantially all of the assets of a Non-Designated Property Operating Entity, in each case whether in a single transaction or a related series of transactions (any such conveyance, sale, lease, transfer or other disposition described in clause (1) or (2), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds from such Specified Disposition by the Borrower Group, (x) in the case of a Specified Disposition described in clause (1) above, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group and (y) in the case of a Specified Disposition described clause (2) above, solely to the extent then outstanding, the Revolving Loans shall be repaid in an amount (and, for the avoidance of doubt, the Revolving Commitments shall not be reduced) equal to 100% of the Net Available Proceeds of any such Specified Disposition in excess of the greater of (A) $100.0 million and (B) 5.0% of Borrower Group EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) received by the Borrower Group; provided that, solely with respect to a Specified Disposition described in clause (2) above, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Specified Disposition), the Borrower Group may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower Group (including by way of merger or Investment) (i) within 365 days following the date of receipt of such Net Available Proceeds of such Specified Disposition or (ii) if a member of the Borrower Group enters into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (i), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower Group determines not to reinvest the Net Available Proceeds from such Specified Disposition as set forth above) shall be immediately applied to the prepayment of the Revolving Loans (solely to the extent then-outstanding) as set forth in this Section 2.04(b)(iii). For the avoidance of doubt, the MGM Mirage Disposition Transaction shall not constitute a Specified Disposition and the Borrower Group shall not be required to make any mandatory prepayment or commitment reduction in connection therewith.
(iv) Within ten days after the receipt by any Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to 100% of the Net Available Proceeds of any such Debt Issuance. Notwithstanding the foregoing, each Revolving Lender may reject all of its pro rata share of any mandatory prepayment of Revolving Loans (and, in the case of a Specified Disposition described in Section 2.04(b)(iii)(1), a permanent reduction of its Revolving Commitment) required to be made pursuant to Section 2.04(b)(iii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such mandatory prepayment. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Revolving Loans (and, in the case of a Specified Disposition described in Section 2.04(b)(iii)(1), a permanent reduction of its Revolving Commitment) to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Company.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Mandatory. (i) If If, at any time, the Company Total Outstandings at such time exceed the Maximum Revolving Credit, then, within one Business Day, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of Total Outstandings as of such date of payment to an amount less than or equal to the Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Maximum Revolving Credit above at such time.
(ii) At any time following the occurrence and during the continuation of a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of any Disposition of Collateral or any of its Restricted Subsidiaries (A) Disposes of any property Net Insurance/Condemnation Proceeds (other than any deemed Disposition referred to in (A) permitted by Section 7.08(c7.05(a), (b), (c), (d), (h) or (i), or (B) suffers an Event of Loss, in each case, which results in the realization by such Person ordinary course of Net Cash Proceedsbusiness of the Borrowers and their respective Subsidiaries), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, apply an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds whichor Net Insurance/Condemnation Proceeds, in the aggregate as applicable, received with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used respect thereto to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election outstanding principal amount of the Company (as notified by Loans and/or Cash Collateralize the Company outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or prior to the receipt of such Net Cash Insurance/Condemnation Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase Prepayments of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans Facilities made pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b2.06(b)) , shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, Swingline Loans or Protective Advances, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in .
(iv) In the case of prepayments of the Revolving Credit Facility Facilities required pursuant to clause (i) or (ii) of this Section 2.04(b2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans Loans, outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as in the L/C Cash Collateral Account shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(b), (c), (d), (e), (f) and (g) (other than Section 7.05(g)(iii))) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds (when aggregated with the Net Cash Proceeds received by all Loan Parties during such year) in excess of $250,000 in any year, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclauses (v) and (viii) below).
(ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i), (ii), or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clauses (v) Upon an increase and (viii) below); provided, however, that with respect to (A) any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 150 days after the receipt thereof, utilize such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (and, to the extent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)) and (B) any other Extraordinary Receipt, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such other Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 150 days after the receipt thereof, utilize an amount not exceeding 66 2/3% of such Extraordinary Receipt to (x) acquire, repair or maintain fixed or capital assets or (y) acquire inventory (and, to the extent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)); and provided, further, however, that any cash proceeds not so applied as provided in clauses (A) and (B) above shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans made or Cash Collateral furnished pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof on a pro-rata basis in inverse order of maturity and, second, to the Revolving Credit Facility and the DPLC Obligations in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) If for any reason the Total Revolving Credit Outstandings denominated in Alternative Currencies at any time exceed the Alternative Currency Sublimit at such time, the Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viii) Prepayments made or Cash Collateral furnished pursuant to this Section 2.05(b) on account of the Revolving Credit Facility made pursuant to this Section 2.04(b)and/or the DPLC Obligations, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations and, fourth, shall be used to Cash Collateralize the DPLC Obligations; and, in the case of prepayments prepayments/Cash Collateralization of the Revolving Credit Facility and DPLC Obligations, as applicable, required pursuant to clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and time, the Cash Collateralization of the remaining L/C Obligations in full (and the sum Cash Collateralization of such prepayment amountsthe remaining DPLC Obligations in full, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash CollateralizedCollateralized or drawing of any letter of credit issued by Bank of America under the Reimbursement Documents, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse (x) the L/C Issuer or Issuer, (y) the Revolving Credit LendersLenders or (z) Bank of America (in its capacity as the issuer of the letters of credit under the Reimbursement Documents), as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (such payment date, the “Excess Cash Flow Payment Date”), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below).
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (f), (i) or (Bj)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $5,000,000, individually or in the aggregate during any Fiscal Year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, that are in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used excess of $5,000,000 immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (as certified by the Company Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii); provided further that Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement.
(iiiii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted their Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.127.02(n)(ii) and Sections 7.02 (o) – (v)), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (iv) Upon an increase below); provided that any prepayment of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Loans pursuant to this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company 2.05(b)(iii) shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest be made at a premium if and to the date of such prepaymentextent required by Section 2.05(e).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.05(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, each Series of Term Loans and shall be applied ratably to the outstanding Revolving Credit LoansTerm B Repayment Amounts and New Term Loan Repayment Amounts, andas the case may be, thirdon a pro rata basis, and each such prepayment shall be used paid to Cash Collateralize the remaining L/C Obligations; and, Lenders in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum accordance with their respective Applicable Percentages of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableSeries.
Appears in 2 contracts
Sources: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Mandatory. (i) If In the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by event and on such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, occasion that any Net Cash Proceeds not so reinvested are received by or on behalf of any Loan Party or any Subsidiary of a Loan Party in respect of any Reduction Event, the Borrower shall be immediately applied to prepay Loans no later than the prepayment fifth Business Day following the occurrence of such Reduction Event (or in the case of a Reduction Event described in clause (a) of the Loans definition of the term “Reduction Event”, on or before the fifth Business Day of the month following the month in which such sale occurs) by an amount equal to (A) if such Reduction Event is an event described in clause (a), (b), (c) or (e) of the definition of the term “Reduction Event”, 100% of the Net Cash Proceeds received with respect to such Reduction Event and (B) if such Reduction Event is an event described in clause (d) of the definition of the term “Reduction Event”, 50% of the Net Cash Proceeds received with respect to such Reduction Event (with such prepayments to be applied as set forth in this Section 2.04(b)(i).
(ii2.04(b)(iii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to and Section 7.122.04(b)(iv) below), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all provided that any Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon from an increase of the Revolving Credit Commitment or Term A-1 Asset Sale that is a Reduction Event shall not be applied to prepay Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b2.04(b)(i) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), until the aggregate amount of Net Cash Proceeds required by not yet applied in accordance with this Section 2.04(b)(i) exceeds $1,000,000, at which time all such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to shall be applied to prepay Loans exceeds $50,000,000so applied. During such deferral period Notwithstanding the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject foregoing to the fulfillment contrary:
(A) (1) if Net Cash Proceeds from an Asset Sale relating to Restaurant Businesses (including any Refranchising Asset Sale), when combined with all other such events occurring in any fiscal year of the applicable conditions set forth Parent and its Subsidiaries, results in Article V, reborrow aggregate Net Cash Proceeds of not more than $20,000,000 for such amounts (which amountsfiscal year, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as that the Borrower applies the Net Cash Proceeds when so reborrowedfrom such event (or a portion thereof) for application as within the Reinvestment Period to acquire Reinvestment Assets, then no prepayment of Loans shall be required by this pursuant to Section 2.04(b). Upon 2.04(b)(i) in respect of such amount except to the occurrence extent of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received therefrom that have not been so applied by the Company and other amountsend of such Reinvestment Period, as applicable, that are at which time a prepayment of Loans shall be required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
Net Cash Proceeds that have not been so applied (viiwith such prepayment to be applied as set forth in Section 2.04(b)(iii) Prepayments and Section 2.04(b)(iv) below); provided that Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer promptly (and in any event no later than the fifth Business Day of the Revolving Credit Facility made pursuant month following the month in which such Net Cash Proceeds were received) following receipt of any Net Cash Proceeds of an Asset Sale relating to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Restaurant Businesses (including any Refranchising Asset Sale) for which a prepayment of Loans, and, third, shall may be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (iSection 2.04(b)(i) or (ii) setting forth a reasonably detailed calculation of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Net Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.Proceeds; and
Appears in 2 contracts
Sources: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Mandatory. Without limiting anything contained herein, the Borrower agrees to the following:
(i) If if at any time any Loan remains outstanding for five (5) or more Business Days after such Loan was advanced by the Company Lenders, the Borrower shall immediately and without notice or demand pay over the amount of such Loan to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations;
(ii) if at any time the sum of its Restricted Subsidiaries the principal amount of the Reserve Loans then outstanding shall be in excess of the Borrowing Base (Reserve) as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent as and for a mandatory prepayment on such Obligations;
(iii) without notice or demand, prepay any Reserve Loan on the Business Day immediately following the next computation date of the Reserve Account in an amount equal to the lesser of (A) Disposes the full amount of any property (other than any deemed Disposition referred to in Section 7.08(c)) or such Reserve Loan and (B) suffers an Event the amount of Lossexcess cash that is permitted to be withdrawn from the Reserve Account;
(iv) the Borrower shall, in on each casedate the Commitments are reduced pursuant to Section 1.10 hereof, which results in prepay the realization Revolving Loans and Swing Loans, by such Person the amount, if any, necessary to reduce the sum of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Revolving Loans equal and Swing Loans then outstanding to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iamount to which the Commitments have been so reduced; and
(v) that have not been used Without limiting the Borrower’s obligation to prepay repay the Loans pursuant to any other provision of this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i1.7(b), at on any Business Day in a calendar month (other than the election last Business Day in a calendar month), if (A) the sum of (x) the Company number of Business Days remaining in such calendar month (as notified by not including such Business Day) plus (y) the Company number of Zero Loan Days occurring in such calendar month on or prior to such Business Day is less than (B) five (5), then the Borrower shall immediately and without notice or demand pay over the amount of such Loan to the Administrative Agent on or prior to for the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment account of the Loans Lenders as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each and for a mandatory prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedObligations.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group Inc.)
Mandatory. (i) If The Net Cash Proceeds from the Company or any sale of its Restricted Subsidiaries (A) Disposes of any property Collateral (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclauses (i) or (ii) of the definition of Certain Permitted Dispositions) shall be applied to repay the Revolving Credit Advances (but not reduce the Revolving Credit Commitment).
(ii) Upon In each case the Net Cash Proceeds referred to in this subsection are not applied to repay advances under the Term Loan Facility, the Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) and sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness expressly Debt permitted to be incurred or issued pursuant to Section 7.125.02(b)) and (C) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase Advances comprising part of the Revolving Credit Commitment or Term A-1 Loans, or both, same Borrowings (with application to be made in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iiiv) of this Section 2.04(b2.06(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to the amount of such excessNet Cash Proceeds. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (v) below. For the avoidance of doubt, mandatory prepayments shall not permanently reduce the Commitments.
(viiiii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances (with application to be made in accordance with clause (v) of this Section 2.06(b)) in an amount equal to the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such Business Day.
(iv) The Borrowers, jointly and severally, agree to, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(bclause (i), first(ii), (iii) or (iv) above shall be first applied ratably to the L/C Borrowingsprepay Letter of Credit Advances then outstanding until such Advances are paid in full, secondsecond applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, shall be and third applied ratably to the outstanding prepay Revolving Credit Loans, and, third, shall be used to Cash Collateralize Advances then outstanding comprising part of the remaining L/C Obligationssame Borrowings until such Advances are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (iii) or (iiiii) of this Section 2.04(b)above, the amount remaining, remaining (if any, ) after the prepayment in full of all L/C Borrowings and Revolving Credit Loans the Advances then outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsamounts in respect of Revolving Credit Advances, cash collateralization amounts Letter of Credit Advances and Swing Line Advances, and remaining amount being, collectively, being referred to herein as the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrowers. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse are on deposit in the L/C Issuer Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(g)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepayBorrower shall, immediately upon receipt thereof by subject to the prior application of such PersonNet Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds whichimmediately upon receipt thereof by such Person; provided that, in the aggregate with proceeds of any other Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth belowextent that (A) such proceeds are reinvested in replacement properties or assets, exceeds $50,000,000or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided, however, provided further that, with respect to the proceeds of any Casualty Event shall not constitute Net Cash Proceeds described to the extent that such proceeds are reinvested in this Section 2.04(b)(i)replacement properties or assets, at or other productive properties or assets, acquired by the election Borrower or a Guarantor of a kind then used or usable in the business of the Company (as notified by applicable Person within 180 days from the Company to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent)thereof.; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).and
(ii) Upon the incurrence or issuance subsequent to the Closing Date by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03 (b)-(k)) or the issuance subsequent to the Closing Date by the Borrower or any of its Subsidiaries (or by any direct or indirect parent holding company of which the Borrower is a wholly-owned Subsidiary) of any Equity Interests (other than any such issuance to the Borrower or a wholly owned Subsidiary), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Sandridge Energy Inc), Bridge Loan Agreement (Sandridge Energy Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitment then in effect for the Revolving Facility at such time, the Company Borrower shall immediately promptly (and in any event, within one (1) Business Day) prepay Revolving Credit Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment then in effect for the Revolving Facility at such time; provided that if any such excess shall result solely from a change in the applicable exchange rates relating to Alternative Currencies, then such prepayment and/or Cash Collateralization shall only be required to be made by the Borrower upon three (3) Business Days’ notice from the Administrative Agent.
(viiii) Prepayments Except as otherwise provided in Section 2.15, prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within three (3) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect. Within the parameters of the applications set forth above in Section 2.05(b), prepayments pursuant to Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. DB1/ 88815292.10
Appears in 2 contracts
Sources: Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma)
Mandatory. (i) If the Company Holdings or any of its Restricted Subsidiaries (Ax) Disposes of any property (other than than, so long as any deemed Australian Dollar Term A Loans are then outstanding, any real property located in Australia, or any Disposition referred of any property permitted by Section 7.05 (except pursuant to in Section 7.08(c7.05(j), Section 7.05(k) or Section 7.05(l)) or (Bin connection with the Sydney Sale) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $12,000,000 per Fiscal Year, the Company Borrowers shall prepayprepay (or Cash Collateralize, immediately upon receipt thereof by such Person, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of such Net Cash Proceeds whichin excess of such $12,000,000 no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $12,000,000 threshold is reached in such Fiscal Year or (y) Disposes of any real property located in Australia, in the Australian Borrower shall prepay an aggregate with any other principal amount of Australian Dollar Term A Loans equal to 100% of the Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Disposition (in each case such prepayments (or Cash Proceeds), and so long as no Default shall have occurred and Collateralization) to be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iparagraphs (v) and (vii) below).
(ii) [Reserved].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), 7.03) the Company Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon on the day of receipt thereof by the Company Holdings or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments (or Cash Collateralization) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, to be applied as set forth in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentparagraphs (v) and (vii) below).
(iv) Each prepayment Upon any Extraordinary Receipt received by or paid to or for the account of Loans pursuant to the foregoing provisions Holdings or any of this Section 2.04(bits Subsidiaries and not otherwise included in paragraph (i), (ii) (other than pursuant to clause or (iii) of this Section 2.04(b2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom in excess of $10,000,000 per Fiscal Year no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below).
(v) Each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, ratably to each of the Term Facilities and A Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of maturity and, thereafter, on a pro-pro rata basis andto the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v2.05(b) Notwithstanding and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the other provisions Borrowers. Any prepayment of clause (i) or (ii) of a Loan pursuant to this Section 2.04(b)2.05(b) shall be accompanied by all accrued interest on the amount prepaid, so long as no Default under together with any additional amounts required pursuant to Section 8.01(b)3.05. Each prepayment pursuant to Section 2.05(b)(i)(y) shall be applied, Section 8.01(g) or Section 8.01(h)first, or Event ratably to the Australian Dollar Term A Loans held by the applicable Australian Dollar Term Loan A Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of Default shall have occurred and be continuingmaturity and, ifthereafter, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject pro rata basis to the fulfillment of remaining principal repayment installments thereof and the applicable conditions set forth in Article Vrepayment at the final maturity thereof) and, reborrow such amounts (which amountssecond, to the extent originally constituting Net Cash Proceedsany excess remains, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by in accordance with the first sentence of this Section 2.04(b2.05(b)(v). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Facility Commitments at such time, the Company Revolving Credit Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such excessnotice, the Revolving Credit Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize Letters of Credit (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans held by all Revolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans.
(viii) The Borrowers shall, within five (5) Business Days of the Third Restatement Date, make a prepayment in full of the Euro Term A Loans if the Acquisition is not consummated within five (5) Business Days of the Third Restatement Date.
Appears in 2 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Mandatory. (i) If for any reason the Company Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(ii) If the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in under Section 7.08(c)7.05(g) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such use the Net Cash Proceeds whichto eliminate any Borrowing Base Deficiency resulting from such sale; provided that, in the aggregate with proceeds of any other Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth belowextent that (A) such proceeds are reinvested in replacement properties or assets, exceeds $50,000,000or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided, however, provided further that, with respect to the proceeds of any Casualty Event shall not constitute Net Cash Proceeds described to the extent that such proceeds are reinvested in this Section 2.04(b)(i)replacement properties or assets, at or other productive properties or assets, acquired by the election Borrower or a Guarantor of a kind then used or usable in the business of the Company applicable Person (as notified by with equal or greater aggregate Attributed Value) within 180 days from the Company to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)thereof.
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (iv) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility Total Outstandings made pursuant to this Section 2.04(b2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) [Reserved].
(ii) If (1) the Company Borrower or any Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred to in of any property or assets permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (n), (p), (q), (s) or (t)) or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by such Person the Borrower or a Subsidiary of the Borrower of Net Cash Proceeds, the Company Borrower shall prepaycause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of the Borrower of such Net Proceeds, immediately upon receipt thereof by such Personsubject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)received.
(iiiii) Upon If the incurrence or issuance by the Company Borrower or any Subsidiary of its Restricted Subsidiaries of the Borrower incurs or issues any Indebtedness (other than any Indebtedness expressly after the Closing Date not permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrower shall prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company on or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary of the Borrower of such prepaymentNet Proceeds.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)[Reserved].
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Outstanding Amount of Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations at any time exceed exceeds the aggregate Revolving Credit Facility at such timeCommitments then in effect, the Company Borrower shall immediately promptly prepay Revolving Credit Loans and L/C Borrowings Swing Line Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of ; provided that the Revolving Credit Facility made Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i2.05(b)(v) or (ii) of this Section 2.04(b), the amount remaining, if any, unless after the prepayment in full of all L/C Borrowings and the Revolving Credit Loans outstanding and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) (A) shall be applied ratably to each Class of Term Loans then outstanding, (B) shall be applied with respect to each such Class for which prepayments will be made to the scheduled installments of principal on a pro rata basis and (C) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share (or other applicable share provided by this Agreement) of each such Class of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) above, any Incremental Amendment or Extension Amendment may provide (including on an optional basis as elected by the Borrower) for a less than ratable application of prepayments to any Class of Term Loans established thereunder.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (iv) of this Section 2.05(b) at such time and least two (2) Business Days prior to the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts(unless otherwise agreed by the Administrative Agent). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
(viii) Notwithstanding any other provisions of this Section 2.05, cash collateralization amounts and remaining amount being, collectively(i) to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Reduction AmountForeign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the Company for applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use in commercially reasonable efforts to cause the ordinary course of its business. Upon applicable Foreign Subsidiary to promptly take all actions reasonably required by the drawing applicable local law to permit such repatriation), and once such repatriation of any Letter of Credit such affected Net Proceeds is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has been Cash Collateralizeddetermined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event attributable to Foreign Subsidiaries would have material adverse tax consequences (as determined in good faith by the Borrower) with respect to such Net Proceeds, the funds held as Cash Collateral shall such Net Proceeds so affected will not be required to be applied (without any further action to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableapplicable Foreign Subsidiary.
Appears in 2 contracts
Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) any Loan Party Disposes of any property (other than any deemed Disposition referred pursuant to in clause (i), (ii), (iii), (iv) or (v) of Section 7.08(c5.02(e)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which in the aggregate results in the realization or receipt by such Person any Loan Party of Net Cash ProceedsProceeds in excess of U.S.$20,000,000, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, make a prepayment in an aggregate principal amount of Loans Advances equal to the product of (I) 100% of such Net Cash Proceeds which, in less the aggregate with any other percentage of such Net Cash Proceeds described reinvested in accordance with this Section 2.04(b)(i2.08(b)(i) that have not been used to prepay (such net percentage, the Loans pursuant to this Section 2.04(b)(i“Asset Percentage”) and (II) the Net Cash Proceeds realized or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, received with respect to any Net Cash Proceeds described (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in this Section 2.04(b)(i)each case, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the after receipt of such Net Cash Proceeds)Proceeds by such Loan Party; provided that, and so long as no Default such prepayment shall have occurred and be continuing, the Company or required pursuant to this Section 2.08(b)(i) with respect to such Restricted Subsidiary may reinvest all or any 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 (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in operating assets so long as useful for its business within 365 90 days after the following receipt of such Net Cash ProceedsProceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as certified requested by the Company in writing to Borrower and agreed by the Administrative AgentRequired Lenders following the last day of the Reinvestment Period)); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii1) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default shall have occurred and be continuing, ifno Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, on an amount equal to the Asset Percentage of any date on which a such Net Cash Proceeds shall be applied to the prepayment would otherwise of the Advances.
(ii) The Borrower shall be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon Advances upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event Change of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedControl.
(viiii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any reason Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeforegoing, then, in each case, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, Borrower shall be applied ratably required to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, prepay all Advances within 45 days after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableoccurrence.
Appears in 2 contracts
Sources: Credit Agreement (Grana & Montero S.A.A.), Credit Agreement (Grana & Montero S.A.A.)
Mandatory. (i) If the Company any Borrower or any of its Restricted their Subsidiaries (A) Disposes of any property or assets (other than any deemed Disposition referred to inventory in Section 7.08(c)the ordinary course of business) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Company Borrowers shall prepay, immediately upon receipt thereof by prepay on or prior to the date which is five (5) Business Days after the date of such Personreceipt, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and that so long as no Default or Event of Default exists, Net Cash Proceeds relating to the disposition of obsolete or retired equipment in the ordinary course of a Loan Party’s (or a Loan Party’s Subsidiary’s) business shall have occurred not be included (and be continuing, shall not count against the Company $500,000 threshold set forth above) to the extent the applicable Loan Party (or such Restricted Subsidiary may reinvest all or any portion of applicable Loan Party’s Subsidiary) intends to use such Net Cash Proceeds in operating to acquire like assets so long as useful to its business within 365 ninety (90) days after the receipt of such Net Cash Proceeds, Proceeds or to reimburse itself for such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any a purchase occurring before receipt of such Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)Proceeds.
(ii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02 (including, without limitation, Section 7.02(h)), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon on or prior to the date which is three (3) Business Days after the receipt thereof by the Company any Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below).
(iii) Upon an increase the receipt of any settlement of or payment to any Loan Party or Loan Parties with respect to any property or casualty insurance, which results in the Revolving Credit Commitment realization by such Person or Term A-1 Loans, or both, Persons of Net Cash Proceeds in accordance with Section 2.13 or upon excess of $500,000 in the establishment of the Incremental Term Facility in accordance with Section 2.14aggregate for any Fiscal Year, the Company Borrowers shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the date of receipt thereof by such prepayment.
Borrower or such Subsidiary (iv) Each prepayment of Loans pursuant such prepayments to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (vii) of this Section 2.04(b).
clauses (v) Notwithstanding and (vi) below); provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, at the election of the other provisions of clause (i) or (ii) of this Section 2.04(b)Borrowers, and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifsuch Borrower or such Subsidiary may (A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, on as applicable, any date on which a prepayment would otherwise be required property damaged to be made pursuant the comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets, in each case of clause (iA) or (iiB) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause so long as (ix) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part within 180 days after receipt of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, such repair, rebuilding or reinvestment shall be deemed have been consummated (or a definitive agreement to retain their original character as so reinvest shall have been executed), and (y) if a definitive agreement to so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds when not subject to such definitive agreement or so reborrowed) for application reinvested shall be immediately applied to the prepayment of the Loans as required by set forth in this Section 2.04(b2.05(b)(iv). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessexcess (such prepayments and/or Cash Collateralization to be applied as set forth in clause (vi) below).
(viiv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) (other than clause (iv)) shall be applied, first, to the Term Loans (and, if applicable, any Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender agrees to receive less than its pro rata share of such prepayment) and second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders pro rata in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)2.05(b) shall be applied, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding prepay Revolving Credit LoansLoans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of business; provided, however, that, in the case of assets that are acquired as part of a Permitted Acquisition and subsequently sold by a Borrower or a Subsidiary within thirty (30) days after such Permitted Acquisition, if such Permitted Acquisition was financed by Revolving Loans, then the mandatory prepayments with respect to such sold assets will be applied first ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case), second, to the Term Loans (and, if applicable, any Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender agrees to receive less than its businesspro rata share of such prepayment) and third, to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Mandatory. (i) If To the Company or any of its Restricted Subsidiaries (A) Disposes extent that the Net Cash Proceeds of any property Asset Sale or Extraordinary Receipt exceeds $15,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (other than any deemed Disposition referred it being agreed and understood that failure to in Section 7.08(c)) deliver such notice shall not constitute a Default or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds which, promptly after receipt thereof (or if the Borrower in the aggregate with any other good faith intends to use such Net Cash Proceeds described to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in this any line of business not prohibited by Section 2.04(b)(i) that 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any such Net Cash Proceeds described for such purpose, provided, that prepayment shall be required in this Section 2.04(b)(i), at the election of the Company (as notified by the Company an amount equal to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion 100% of such Net Cash Proceeds in operating assets so long as within 365 days promptly after any earlier date on which the receipt of Borrower has determined not to use such Net Cash Proceeds, Proceeds for any such reinvestment shall have been consummated purpose) (as certified by the Company in writing all such prepayments to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (iii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeAggregate Commitments, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)2.4(b) shall be applied, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, andSwingline Borrowings, third, shall be used ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.
Appears in 2 contracts
Sources: Revolving Credit Agreement (PBF Energy Inc.), Revolving Credit Agreement (PBF Logistics LP)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excessexcess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(viiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iii) If as a result of any conveyance, sale, lease, transfer or other disposition by the Company and its Subsidiaries (other than MGP or its Subsidiaries) after the Closing Date, (1) the Company’s indirect beneficial ownership of the outstanding MGM China Shares falls below 30% of the aggregate amount of all issued and outstanding MGM China Shares at the time of such conveyance, sale, lease, transfer or other disposition (on a fully diluted basis but without giving effect to any additional equity issuances by MGM China after the Closing Date), (2) the Company (excluding for this purpose, MGP and its Subsidiaries) shall cease to directly or indirectly beneficially own, in the aggregate, the MGP Class A Shares and OP Units representing at least 30% of the sum of (A) the outstanding MGP Class A Shares and (B) the OP Units outstanding (other than OP Units owned by MGP or its Subsidiaries), in each case at the time of such conveyance, sale, lease, transfer or other disposition (on a fully diluted basis but without giving effect to any additional equity issuances by MGM Growth Properties Operating Partnership after the Closing Date), (3) the Borrower Group disposes of or transfers the MGP Class B Share in a transaction (other than an equity issuance by MGM Growth Properties Operating Partnership of OP Units after the Closing Date) in which the Borrower Group receives Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share or (4) in connection with any additional equity issuance by MGM Growth Properties Operating Partnership of OP Units after the Closing Date, the Borrower Group disposes of or transfers the MGP Class B Share in a transaction in which the Borrower Group receives Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share (any such disposition or other transfer described in clause (1), (2), (3) or (4), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds by the Borrower Group from such Specified Disposition, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to (A) (x) during the Covenant Relief Period, 75% and (y) thereafter, 50%, in each case, of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group that represent (B) (x) the portion of such Net Available Proceeds attributable to the Equity Interests below the 30% thresholds described in clauses (1) and (2) above and (y) in the case of clauses (3) and (4) above, such Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share (such prepayment or reduction, a “Specified Disposition Prepayment/Reduction”; and the amount required to be prepaid/reduced by the Company, the “Required Specified Disposition Prepayment/Reduction Amount”); provided that:
(I) for the avoidance of doubt, if any Net Available Proceeds are received by an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity from a Specified Disposition, then no such Specified Disposition Prepayment/Reduction shall be required unless such Net Available Proceeds have been distributed to, or otherwise received by, the Borrower Group; and
(II) the Company shall use commercially reasonable efforts (as determined by the Company in its sole discretion) to (x) cause the Required Specified Disposition Prepayment/Reduction Amount of any such Net Available Proceeds received by an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity to be distributed or otherwise transferred to the Company or a Restricted Subsidiary for application to the Specified Disposition Prepayment/Reduction and (y) until such distribution or transfer occurs, cause such Unrestricted Subsidiary or Designated Restricted Entity to deposit and retain the Required Specified Disposition Prepayment/Reduction Amount of such Net Available Proceeds (the “Retained Proceeds”) in a segregated account (or make other arrangements reasonably acceptable to the Company and the Administrative Agent). All cash or Cash Equivalents received by the Company and its Restricted Subsidiaries from dividends or other distributions from an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity that holds, directly or indirectly, Retained Proceeds (regardless of the source of such cash or Cash Equivalents, including from recurring or special dividends from MGM China) shall (x) be deemed to be a distribution of such Retained Proceeds, (y) be subject to the Specified Disposition Prepayment/Reduction requirements set forth in subclause ((II) above until all such Retained Proceeds have been (or have been deemed to have been) distributed to the Company and its Restricted Subsidiaries and (z) for the avoidance of doubt, reduce the Required Specified Disposition Prepayment/Reduction Amount and the amount of Retained Proceeds required to be held in a segregated account. Each such Lender may reject all or a portion of its pro rata share of any Specified Disposition Prepayment/Reduction required to be made pursuant to this Section 2.04(b)(iii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such Specified Disposition Prepayment/Reduction. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such Specified Disposition Prepayment/Reduction to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Company.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Loan Party Disposes of any property or assets (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a) through Section 7.05(i)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds or such Loan Party receives Net Cash Proceeds from insurance or condemnation proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in excess of $250,000 per occurrence or $1,000,000 (in the aggregate with any other for such Net Cash Proceeds described in this Section 2.04(b)(ireceived from and after the Restatement Effective Date) that have not been used upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition or receipt of such Net Cash Proceedsinsurance or condemnation proceeds), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Loan Party may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (in each case, as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries Loan Party of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted SubsidiaryLoan Party (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom in excess of $250,000 per occurrence or $1,000,000 (in the aggregate for such Net Cash Proceeds received from and after the Restatement Effective Date) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(iii), at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentNet Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii).
(iv) [Intentionally omitted].
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility (and to the principal repayment installments thereof on a pro-pro rata basis and, second, basis) and second to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
2.05(b) (v) Notwithstanding any without a reduction of the other aggregate commitments thereunder). Each prepayment of Loans pursuant to the foregoing provisions of clause (i) or (ii) of this Section 2.04(b)2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on together with any date on which a prepayment would otherwise be additional amounts required to be made pursuant to clause Section 3.05 and (iB) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject paid to the fulfillment Lenders in accordance with their respective Applicable Percentages in respect of each of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedrelevant Facilities.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(viii) Amounts to be applied as provided in this Section 2.05(b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.05(b). The Prepayment Accounts shall not bear interest. If the maturity of the Loans has been accelerated pursuant Section 8.02, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations in accordance with Section 8.03. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties and to secure the Obligations, each Prepayment Account so established.
Appears in 2 contracts
Sources: Amendment No. 2 and Reaffirmation of Collateral Documents (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)
Mandatory. (i) If the Company At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Restricted Subsidiaries (Aother than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e) or (Bh) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (v) below, exceeds $50,000,000); provided, however, thatthat (A) the first $15,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i)2.05(b)(i) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i), and (B) if a Default has occurred and is continuing at any time that a Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i).
(ii) Upon At any time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by the Company account of any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred Agway Subsidiaries or issued pursuant to Section 7.12Inactive Subsidiaries), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, and not otherwise included in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iiii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.2.05
Appears in 2 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeAggregate Commitments then in effect, the Company Borrower shall immediately (x) prepay Revolving Credit Committed Loans in an aggregate principal amount equal to such excess and (y) if any excess remains after prepaying all Committed Loans as a result of outstanding L/C Borrowings and/or Cash Collateralize Obligations, pay to the Administrative Agent, on behalf of the L/C Obligations (other than Issuers and the L/C Borrowings) in Lenders, an aggregate amount equal to such excessexcess in order to Cash Collateralize such outstanding L/C Obligations.
(viiii) Prepayments Upon any determination of or adjustment to the amount of the Revolving Credit Facility Borrowing Base pursuant to Section 2.05 (other than pursuant to Section 2.05(c), 2.05(d) or 2.05(e)), if a Borrowing Base Deficiency exists, the Borrower shall, within ten days after being notified of such Borrowing Base Deficiency, provide an irrevocable written notice (the “Election Notice”) to Lender stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter do one or a combination of the following (as elected by the Borrower pursuant to the Election Notice) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency:
(A) within ten days following the delivery (or required delivery) of such Election Notice, make a prepayment of the Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations);
(B) pay in six equal monthly installments of the Outstanding Amount of the Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations) over a term and in an amount satisfactory to the Administrative Agent (but in any event, with the first such monthly installment to be due on the thirtieth day following delivery of the Election Notice and each subsequent installment being equal to 1/6 of the aggregate amount of such Borrowing Base Deficiency due and payable on the dame date in each applicable subsequent calendar month), by immediately dedicating a sufficient amount of monthly cash flow from the Oil and Gas Properties of the Borrower and the other Loan Parties; and/or
(C) within thirty days following the delivery of the Election Notice, grant the Administrative Agent, on behalf of the Secured Parties, a first-priority Lien, pursuant to Collateral in form and substance satisfactory to the Administrative Agent, on additional Oil and Gas Properties not evaluated in the most recently delivered Engineering Report to the Administrative Agent and with an aggregate PV9 Pricing attributable thereto sufficient to eliminate such deficiency; provided that, in no event may the Borrower elect the option specified in this clause (ii)(C) (in whole or in part) if fewer than ninety-one days remain until the Maturity Date. Notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section 2.04(b2.06(b)(ii) must, in any event, be made on or prior to the Maturity Date. In the event the Borrower fails to provide an Election Notice to the Administrative Agent within the ten day period referred to above, the Borrower shall be deemed to have irrevocably elected the option set forth in clause (ii)(B). The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 2.06(b)(ii) and specified in such Election Notice (or relating to such deemed election) shall constitute an immediate Event of Default.
(iii) Upon any adjustment to the amount of the Borrowing Base pursuant to Section 2.05(c), first2.05(d) or 2.05(e), shall be applied ratably if a Borrowing Base Deficiency exists, then the Borrower shall, in each case, within two Business Days after the consummation or occurrence of the event or events giving rise to such Borrowing Base adjustment, prepay Committed Loans in an aggregate principal amount equal to such deficiency and (y) if any deficiency remains after prepaying all Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C BorrowingsIssuers and the Lenders, second, shall be applied ratably an aggregate amount equal to the outstanding Revolving Credit Loans, and, third, shall be used such excess in order to Cash Collateralize the remaining such outstanding L/C Obligations; andprovided that, notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section 2.06(b)(iii) must, in any event, be made on or prior to the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableMaturity Date.
Appears in 2 contracts
Sources: Refinancing Amendment (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) [reserved].
(ii) If (x) the Company Borrower or any Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred to in Section 7.08(cof any property or assets permitted by Sections 7.05(a), (b), (d), (e), (g), (h), (i), (k), (l) or (Bp)), or (y) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization or receipt by such Person the Borrower or Subsidiary of Net Cash Proceeds, the Company Borrower shall prepaycause to be offered to be prepaid in accordance with clause (b)(x) below, immediately upon on or prior to the date which is ten (10) Business Days after the date of the realization or receipt thereof by the Borrower or any Subsidiary of such PersonNet Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)received.
(iiiii) Upon [reserved].
(iv) If the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of Subsidiary incurs or issues any Indebtedness after the Closing Date (other than any Indebtedness expressly permitted to be incurred or issued pursuant to not prohibited under Section 7.127.03), the Company Borrower shall prepay cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company on or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Net Proceeds.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Revolving Credit Outstandings Exposures at any time exceed exceeds the aggregate Revolving Credit Facility at such timeCommitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Company Borrower shall immediately promptly prepay or cause to be promptly prepaid Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments Except with respect to Loans incurred in connection with any Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of the Revolving Credit Facility made Term Loans pursuant to this Section 2.04(b), first, 2.05(b) shall be applied ratably to the L/C Borrowings, second, shall each Class of Term Loans then outstanding (provided that any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be applied ratably prepaid prior to the outstanding Revolving Credit such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required each prepayment pursuant to clause clauses (i) or through (iiiv) of this Section 2.04(b), 2.05(b) shall be applied to the amount remaining, if any, after scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in full direct order of all L/C Borrowings maturity; and Revolving Credit (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans outstanding required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such time and prepayment. Each such notice shall specify the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining provide a reasonably detailed calculation of the amount being, collectively, of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the “Reduction Amount”) may be retained by contents of the Company for use in Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepayment.
Appears in 2 contracts
Sources: Credit Agreement (Red Lion Hotels CORP), Credit Agreement (Red Lion Hotels CORP)
Mandatory. The Borrower shall prepay the Loans in accordance with the following:
(i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property Property (including any sale or issuance by any Loan Party or any of its Subsidiaries of any of its Capital Stock (other than Disqualified Capital Stock and any sales or issuances of Capital Stock to another Loan Party)) (other than any deemed Disposition referred to in Section 7.08(cof any inventory permitted by Section 6.06(a)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in the aggregate during the term of this Agreement, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used no later than two Business Days following receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may apply such Net Cash Proceeds to reinvest all in the purchase of capital assets useful in the business of such Loan Party or any portion such Subsidiary, in each case to be used in the business of such Loan Party or such Subsidiary within 180 days following the date of receipt of such Net Cash Proceeds in operating assets (or, if within such 180-day period, such Loan Party or such Subsidiary enters into a binding commitment to so long as reinvest such Net Cash Proceeds, within 365 360 days following the date of receipt of such Net Cash Proceeds); provided, further, that if within such 180-day (or, to the extent applicable, 360-day) period after the date of receipt by such Loan Party or such Subsidiary of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Loan Party or such Subsidiary has not so used all or a portion of such Net Cash Proceeds not so reinvested otherwise required to be applied as a mandatory repayment pursuant to this Section 2.05(b)(i), the remaining portion of such Net Cash Proceeds shall be immediately applied as a mandatory repayment in accordance with the requirements of this Section 2.05(b)(i) on the last day of such 180-day (or, to the prepayment of the Loans as set forth in this Section 2.04(b)(i)extent applicable, 360-day) period.
(ii) Upon Within two Business Days following any Extraordinary Receipt received by or paid to or for the incurrence or issuance by the Company account of any Loan Party or any of its Restricted Subsidiaries in excess of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12$1,000,000 in the aggregate during the term of this Agreement, and not otherwise included in this Section 2.05(b), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below); provided, however, that with respect to such Extraordinary Receipts, at the election of the Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipts), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may apply such Extraordinary Receipts to reinvest in the purchase of assets useful in the business of such Loan Party or such Subsidiary, in each case to be used in the business of such Loan Party or such Subsidiary within 180-days following the date of receipt of such Extraordinary Receipts (or, if within such 180-day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Extraordinary Receipts, within 360 days following the date of receipt of such Extraordinary Receipts); provided, further, that if within such 180-day (or, to the extent applicable, 360-day) period after the date of receipt by such Loan Party or such Subsidiary of such Extraordinary Receipts, such Loan Party or such Subsidiary has not so used all or a portion of such Extraordinary Receipts otherwise required to be applied as a mandatory repayment pursuant to this sentence, the remaining portion of such Extraordinary Receipts shall be applied as a mandatory repayment in accordance with the requirements of this Section 2.05(b)(ii) on the last day of such 180-day (or, to the extent applicable, 360-day) period.
(iii) Upon an increase the incurrence or issuance by any Loan Party or any of the Revolving Credit Commitment its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14issued pursuant to Section 6.01), the Company Borrower shall immediately prepay, in full, the Outstanding Amount prepay an aggregate principal amount of Loans equal to 100% of all Term A-2 Loans together with all accrued but unpaid interest Net Cash Proceeds received therefrom no later than two Business Days following receipt thereof by such Loan Party or such Subsidiary (such prepayments to the date of such prepaymentbe applied as set forth in clauses (iv) and (v) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)Section 2.05(b) shall be applied, first, ratably to each of shared among the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Lenders ratably.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Retrophin, Inc.), Credit Agreement (Retrophin, Inc.)
Mandatory. (i) [Reserved].
(ii) If any of the Company Borrowers or any of its Restricted Subsidiaries Non-Borrower Subsidiary (Aother than the Insurance Subsidiary) Disposes of any property (other than sales of inventory in the ordinary course of business, and other than any deemed Excluded Asset Disposition referred to in Section 7.08(c)and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) or (B) suffers an Event of Losswhich, in each any such case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds which, received therefrom in excess of $30,000,000 in the aggregate with any other for the Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay received from all such Dispositions during the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Disposition occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000as applicable); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to no later than 45 days after the receipt end of the fiscal quarter during which such Net Cash ProceedsDisposition occurred), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Borrowers may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrowers so long as (A) within 365 330 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the Company in writing date such definitive agreement was executed.
(iii) Upon the occurrence of a Recovery Event with respect to the Administrative AgentBorrowers which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); and provided furtherthat, however, that with respect to any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth realized under a Recovery Event described in this Section 2.04(b)(i2.05(b)(iii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets of the Borrowers so long as (A) within 330 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the date such definitive agreement was executed.
(iiiv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries Borrowers of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or Borrowers (such Restricted Subsidiaryprepayments to be applied as set forth in clauses (v) and (viii) below, as applicable).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof on a pro-rata basis as directed by the Borrowers and specified in the notice of prepayment, (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity) and, second, to the Revolving Credit Facility without any reduction of the Revolving Credit Commitments in the manner set forth in clause (viiviii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Subject to Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company 2.18 and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason below, such prepayments shall be paid to the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) Lenders in an aggregate amount equal to such excess.
(vii) Prepayments accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablerelevant Facilities.
Appears in 2 contracts
Sources: Specified Acquisition Loan Joinder (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Mandatory. (i) If the Company US Borrower or any of its Restricted Subsidiaries (A) Subsidiary Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c7.05(f), 7.05(g) or (B7.05(h) suffers an Event or any property that is not permitted to be Disposed of Lossby the Loan Documents, in each case, which Disposition results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or if less, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iOutstanding Amount of the Term Loans) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (ii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company US Borrower (as notified by the Company US Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 365 270 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company US Borrower in writing to the Administrative Agent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as a permitted application of such Net Cash Proceeds so long as such Net Cash Proceeds shall have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any Each prepayment of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued Term Loans pursuant to Section 7.12), 2.05(b)(i) shall be applied ratably to the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted SubsidiaryTerm Aggregate Commitments.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit Facility Aggregate Commitments and (B) the Revolving Credit Availability Amount at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant . The Administrative Agent may, at any time and from time to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum initial deposit of such prepayment amountsCash Collateral, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit request that has been Cash Collateralized, the funds held as additional Cash Collateral shall be applied (without any further action by or notice provided in order to or from protect against the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableresults of exchange rate fluctuations.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (USD Partners LP)
Mandatory. (i) If The Borrowers shall, on the Company applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than (w) any deemed Disposition sale, lease, transfer or other disposition of assets referred to in Section 7.08(cclause (i), (ii), (iii) or (Biv) suffers an Event of Lossthe definition of Certain Permitted Dispositions and (x) any sale, in each case, which results in lease transfer or other disposition of assets the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, of which are reinvested in assets used in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election operation of the Company (as notified by the Company to the Administrative Agent on or prior to the business within 18 months of receipt of such Net Cash Proceedsproceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(iiB) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness expressly Debt permitted to be incurred or issued pursuant to Section 7.125.02(b), but including the Company shall Net Cash Proceeds from the issuance of Senior Notes in excess of the amount of such Net Cash Proceeds required to repay the Bridge Loan Facility), and (C) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase Term Loan Advances comprising part of the Revolving Credit Commitment or same Term A-1 Loans, or both, Loan (with application to be made in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b)below, so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to the amount of such excess.
Net Cash Proceeds, provided, however, that with respect to any payment referred to in clause (viiA) Prepayments above, the Net Cash Proceeds from the sale of Collateral (other than as set forth in clauses (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions) in which the lenders under the Revolving Credit Facility have a prior lien shall first be applied to repay advances, if any, under the Revolving Credit Facility.
(ii) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to this Section 2.04(b), first, 8.04 and shall be applied ratably to each remaining scheduled repayment of the L/C BorrowingsTerm Loan Advances. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.05(b) would be made on a day other than the last day of the applicable Interest Period thereon, secondeach Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall be applied ratably apply the amount of such payment to the outstanding Revolving Credit Loansprepayment of such Term Loan Advances; provided, andhowever, third, that such Term Loan Advances shall be used continue to Cash Collateralize bear interest as set forth in Section 2.06 until the remaining L/C Obligations; and, in the case of prepayments last day of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableapplicable Interest Period therefor.
Appears in 2 contracts
Sources: Term Loan Agreement (Building Materials Manufacturing Corp), Term Loan Agreement (BMCA Acquisition Sub Inc.)
Mandatory. Subject to Section 2.07(f), (i) If the Company if any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than (x) any deemed Disposition referred of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in Section 7.08(c)respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) or (B) suffers an Event of Loss, in each case, which that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant (to the proviso extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below, exceeds $50,000,000); provided, however, that, with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)realized, at the election of either the Company US Borrower or the European Borrower (as notified by the Company such Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash Proceedsdisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by or, if the Company in writing to Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the Administrative Agentdate of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately applied subject to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below.
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)Debt Issuance, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) Upon or (iv) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be appliedapplied in the following order, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis andamong the Closing Date Term Loans, the Term A-1 Loans and the Additional Term A-2 Loans), and thereafter, to the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amountsthird, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence Collateralize outstanding Letters of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedCredit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ), (ii), (iii), or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a) – (h), (j), (k) or (Bl)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used within three Business Days after receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within three Business Days after the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(ii) Upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by account of the Company Borrower or any of its Restricted Subsidiaries Subsidiaries, and not otherwise included in clause (i) of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to this Section 7.122.05(b), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within 3 Business Days after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 3 Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and Facility, to the next four scheduled principal repayment installments thereof on a pro-rata basis in order of maturity, and, second, pro rata, to the Revolving Credit Facility in the manner set forth in clause (vii) of this remaining amortization installments pursuant to Section 2.04(b2.07(a).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of ii),of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (TopBuild Corp), Credit Agreement (TopBuild Corp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepayprepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000150,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.15), the Company Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.04(b)(i) shall be applied, first, ratably to each of the Term Facilities A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of a Significant Company, but subject to Section 2.04(b)(vii), the Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the relevant L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Incremental Term Loans held by such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Incremental Term Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).
Appears in 2 contracts
Sources: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If The Revolving Facility shall be automatically and permanently reduced by an amount equal to $50,000,000 (provided, that, in no event shall the Company or any Revolving Facility be reduced to less than $150,000,000) (such reduction of its Restricted Subsidiaries the Revolving Facility, to the extent it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of (A) Disposes the date of any property (other than any deemed the Disposition referred to in Section 7.08(c)) or of the Corporate Headquarters, (B) suffers an Event the date of Loss, in each case, which results in the realization receipt by such Person any Loan Party of Net Cash Proceeds, Proceeds from an Involuntary Disposition of the Company shall prepay, immediately upon receipt thereof by such Person, Corporate Headquarters in an aggregate principal amount in excess of Loans equal $5,000,000 to 100% of the extent such Net Cash Proceeds which, are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election business of the Company Borrower and its Subsidiaries within eighteen (as notified by 18) months of the Company to the Administrative Agent on or prior to the receipt date of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated Involuntary Disposition (as certified by the Company in writing to the Administrative Agent); and provided further, however, it being understood that any such Net Cash Proceeds not so reinvested shall be deemed to have been received on the Business Day immediately applied following the expiration of such eighteen (18) month period), and (C) the date that is the first anniversary of the Closing Date (the “Mortgage Notice Date”); provided, that, in the case of this clause (C), if the Borrower has delivered written notice to the prepayment Lender electing to grant a Mortgage (subject to Permitted Liens) in the Corporate Headquarters in favor of the Loans as set forth in Lender for the benefit of the Secured Parties to secure the Secured Obligations (the “Collateral Notice”) on or prior to the Mortgage Notice Date, the Revolving Facility shall not be reduced pursuant to this Section 2.04(b)(i)2.05(b)(i)(C) so long as the Borrower shall have, on or prior to the date that is ninety (90) days (or such extended period of time as agreed to by the Lender in its reasonable discretion) after the Mortgage Notice Date, provided to the Lender a Mortgage and such Mortgaged Property Support Documents as the Lender may request to cause the Corporate Headquarters to be subject at all times to a Mortgage (subject to Permitted Liens) in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations. For the avoidance of doubt, the automatic and permanent reduction in the Revolving Facility on the dates contemplated in clauses (A) and (B) above shall occur at any time such Disposition occurs or such Net Cash Proceeds are received, as applicable, whether prior to or after the date the Borrower delivers the Collateral Notice and/or the a Mortgage and Mortgaged Property Support Documents for the Corporate Headquarters pursuant to clause (C) above.
(ii) Upon the incurrence If after giving effect to any reduction or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase termination of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to 2.05, the first and second sentences Letter of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed Sublimit exceeds the Revolving Credit Facility at such time, the Company Letter of Credit Sublimit, as the case may be, shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize be automatically reduced by the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to of such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Zynga Inc), Credit Agreement (Zynga Inc)
Mandatory. If, prior to the Conversion Date:
(i) If the Company Borrower or any of its Subsidiaries shall (1) incur any Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 6.03(1)(w), (1)(x), (2), (13) or (14) (as it relates to Section 6.03(2) and (14) only) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith or (2) issue any debt securities (including any Securities issued pursuant to a Securities Demand), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (but in no event later than three Business Days) after the receipt thereof toward the prepayment of the Initial Loans;
(ii) the Borrower, Holdings or any of the Borrower’s Restricted Subsidiaries shall issue any public equity securities (other than (1) to the Equity Investors, (2) in connection with an acquisition permitted by the terms of this Agreement and (3) to employees pursuant to employee benefit plans in effect on the Closing Date), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (but in no event later than ten Business Days) after the receipt thereof toward the prepayment of the Initial Loans; or
(iii) the Borrower or any of its Restricted Subsidiaries (A) Disposes shall receive Net Proceeds in respect of any property (other than any deemed Disposition referred to in Section 7.08(c)) Prepayment Asset Sale or (B) suffers Property Loss Event, then an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds whichthereof, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant (subject to the proviso restrictions set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described herein) shall be applied promptly (but not in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days event later than ten Business Days) after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to thereof toward the prepayment of the Loans as set forth Initial Loans; provided that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Proceeds in this Section 2.04(b)(i).
(ii) Upon assets of a kind then used or usable in the incurrence or issuance by business of the Company or any of Borrower and its Restricted Subsidiaries of (including any Indebtedness Related Business Assets) and (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iiiB) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuingcontinuing at the time of such proposed reinvestment, if, on any date on which a prepayment would otherwise be required to be made pursuant to and no Event of Default under clause (ia) or (iif) of this Section 2.04(b)7.01 (each, the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ia “Specified Default”) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans shall have occurred and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon continuing at the occurrence time of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) proposed reinvestment (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; andunless, in the case of prepayments such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Initial Loans hereunder in respect of such Net Proceeds to the extent that such Net Proceeds are so reinvested within 365 days after the date of receipt of such Net Proceeds (or, within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Proceeds, and such Net Proceeds are so reinvested within 180 days after such binding commitment is so entered into); provided, however, that if any Net Proceeds are not reinvested or applied as a repayment on or prior to the last day of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b)applicable application period, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Net Proceeds shall be applied within five Business Days to the prepayment of the Initial Loans as set forth above (without any further action by or notice regard to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.immediately preceding proviso); or
Appears in 2 contracts
Sources: Senior Bridge Loan Agreement (CDW Finance Corp), Senior Subordinated Bridge Loan Agreement (CDW Finance Corp)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of If (1) any property (other than any deemed Disposition referred to in Section 7.08(c)) Prepayment Asset Sale occurs or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt thereof by of such Person, Net Cash Proceeds an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to 100% the Asset Sale Percentage of such all Net Cash Proceeds which, in received (the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i“Applicable Asset Sale Proceeds”); provided that (x) that have not been used to prepay the Loans no such prepayment shall be required pursuant to this Section 2.04(b)(i2.06(b)(i)(A) if, on or reinvested pursuant prior to such date, the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company Borrower shall have given written notice to the Administrative Agent on or prior of its intention to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any a portion of such Net Cash Proceeds in operating assets accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so long as within 365 days after repurchased, “Other Applicable Indebtedness”), then the receipt Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds, such reinvestment Proceeds shall have been consummated (as certified by the Company in writing be allocated to the Administrative Agent); Initial Term Loans and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied the 2022 Incremental Term B- 2 Loans on a pro rata basis in accordance with the terms hereof to the prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans, as set forth in applicable, and the amount of prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this Section 2.04(b)(i).
2.06(b)(i) shall be reduced accordingly and (iiy) Upon to the incurrence extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12)prepaid, the Company declined amount shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
promptly (iiiand in any event within ten (10) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to Business Days after the date of such prepayment.
(ivrejection) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay the Initial Term Loans and the 2022 Incremental Term B-2 Loans on such date is less than or equal to $50,000,000, a pro rata basis in accordance with the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligationsterms hereof; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.91
Appears in 2 contracts
Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Mandatory. (i) If The Borrower shall, on the Company Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Restricted Subsidiaries (A) Disposes with respect to any sale, lease, transfer or other disposition of any property (other than Term Facility Collateral or any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of LossExtraordinary Receipt, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans the Advances equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, thatthat (A) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (B) with respect to any Net Cash Proceeds described in this Section 2.04(b)(i)(that are not Extraordinary Receipts Proceeds) realized under a sale, transfer or other disposition, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date 37 Chemtura (Term Loan) Credit Agreement of such Net Cash Proceedssale, transfer or other disposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent)consummated; and provided provided, further, however, that any Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i); and (C) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the ▇▇▇▇▇▇▇ Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “▇▇▇▇▇▇▇ Fire Settlement” and/or for legal fees and expenses incurred in connection therewith.
(ii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.125.02(b)), the Company Borrower shall prepay an aggregate principal amount of Loans Advances equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted Subsidiary.
(iii) Upon Within five Business Days after financial statements and the related certificate of a Responsible Officer of the Borrower have been delivered pursuant to Section 5.03(c) for the Fiscal Year ended on December 31, 2012 and for each Fiscal Year thereafter, the Borrower shall (subject to the ECF Prepayment Conditions being satisfied in respect of such prepayment) prepay an increase aggregate principal amount of Advances equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements, minus (B) the aggregate principal amount of voluntary principal prepayments of the Advances and advances under the Revolving Facility (so long as such prepayments of advances under the Revolving Facility are accompanied by a corresponding permanent commitment reduction of the Revolving Credit Commitment Facility) made pursuant to Section 2.05(a) hereof or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments terms of the Revolving Facility Credit Facility made pursuant to this Section 2.04(b)Agreement, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in as the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablebe.
Appears in 1 contract
Sources: Senior Secured Term Facility Credit Agreement (Chemtura CORP)
Mandatory. (i) [Intentionally Omitted].
(ii) If the Company any Credit Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cexpressly permitted by Subsections 7.05(a) through (i) and (k)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Credit Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 365 180 days after the receipt of such Net Cash Proceeds, (A) such reinvestment purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent)) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the date of such agreement shall have been entered into; and provided further, however, that any Net Cash Proceeds not (1) so reinvested shall or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) Upon the incurrence sale or issuance by the Company Partnership or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.12the Partnership’s Long Term Incentive Plan), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Partnership or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clauses (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentand (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iv) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or reimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may, subject to the terms of the Intercreditor Agreement, direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (v) and (vii) below), and provided further, that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.05(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the Term Facilities amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, (A) to the extent any such Acquisition Loans are paid in full, and (B) as to all other amounts required to be applied pursuant to this Section 2.05(b), any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) inverse order of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedmaturity.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (iiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If At any time any Term Loans are outstanding, if the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of receives Net Cash ProceedsProceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Company shall prepayBorrower shall, immediately upon receipt thereof by such Personsubject to clause (iii) below, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin two (2) that have not been used Business Days following receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (vii) below, exceeds $50,000,000); provided, however, that, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent within one (1) Business Day of the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated consummated; provided, however, that in the case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in assets of the type described in clause (as certified x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the Company in writing to laws of any political subdivision of the Administrative AgentUnited States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving -57- Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Ingleside, Texas spoolbase located at ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred.
(ii) Upon At any time any Term Loans are outstanding, upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than excluding any Indebtedness expressly permitted to be incurred or issued pursuant to in accordance with Section 7.127.03(a) through (f) and (h) through (m)), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon on the next Business Day following receipt thereof by the Company Borrower or any Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (vi) below). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Restricted SubsidiarySubsidiaries not otherwise permitted hereunder.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b2.05(b).
(viv) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,0005,000,000, the Company Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0005,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property or assets permitted by Section 7.05(a), (other than any deemed Disposition referred to in Section 7.08(cf), (i) or (Bj) suffers an Event of Loss, which in each case, which the aggregate results in the realization by the Borrower or such Person Subsidiary of Net Cash ProceedsProceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by the Borrower or such Subsidiary), in excess of $2,500,000 per annum, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans and the Revolving Credit Loans equal to 100% of such all Net Cash Proceeds whichreceived therefrom immediately upon receipt thereof by the Borrower or such Subsidiary; provided, in however, that the aggregate Borrower shall be required to prepay Revolving Credit Loans with any other the Net Cash Proceeds described in this of any Disposition of any property or assets permitted by (x) Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i7.05(f) or reinvested pursuant (i) only to the proviso set forth below, extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $50,000,000150,000,000, and (y) Section 7.05(j) only to the extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $120,000,000; providedprovided further, however, that, with respect to any Net Cash Proceeds realized (I) under a Disposition described in this Section 2.04(b)(i2.05(b)(i) or (II) proceeds of insurance and condemnation awards described in Section 2.05(b)(iii), at any time after all Term Loans have been repaid in full and all Term Commitments have been terminated, at the election option of the Company Borrower (as notified elected by the Company Borrower in writing to the Co-Administrative Agent Agents on or prior to the date of such Disposition or the receipt of such Net Cash Proceedsinsurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 270 days after the receipt of such Net Cash Proceeds, the purchase of such reinvestment assets shall have been consummated (as certified by the Company Borrower in writing to the Co-Administrative AgentAgents); and provided 39provided still further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05.
(ii) Upon So long as any Term Loan or Term Commitment remains outstanding, upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03(a)(A), (b)(A), (c)(A), (c)(B), (c)(C), (c)(D), (c)(E), (c)(F) or (c)(G)), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary.
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iiiiv) Upon If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an increase aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Commitment or Term A-1 Loans, or both, Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymenteffect.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis Facility and, secondthereafter, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.04(b2.05(b), first, shall be applied ratably to the prepay L/C BorrowingsBorrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied ratably to the prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, third, shall be applied to prepay Revolving Credit Loans, Loans outstanding at such time until the Outstanding Amount of all such Revolving Credit Loans is reduced to $350,000,000 and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all Loans, to the extent required under this Section 2.05(b)(vi), and L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations have been Cash Collateralized in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “"Reduction Amount”") may be retained by the Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that which has been Cash Collateralized, the such funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the Appropriate L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Timken Co)
Mandatory. (i) [Reserved].
(ii) If (x) the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property or assets pursuant to Section 7.05 (other than, so long as the ABL Credit Agreement is in effect, any Disposition of Current Asset Collateral) or (y) any Casualty Event occurs (other than any deemed Disposition referred with respect to Current Asset Collateral so long as the ABL Facility is in Section 7.08(ceffect)) or (B) suffers an Event of Loss, in each case, which results in the realization or receipt by the Borrower or such Person Subsidiary of Net Cash Proceeds, the Company Borrower shall prepayprepay on or prior to the date which is three (3) Business Days after the date of the realization or receipt of such Net Cash Proceeds, immediately upon receipt thereof by such Personsubject to clause (b)(v) of this Section 2.03, an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) realized or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)received.
(iiiii) Upon If the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of Subsidiary incurs or issues any Indebtedness (other than any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company on or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date which is thee (3) Business Days after the receipt of such prepaymentNet Cash Proceeds.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)[Reserved].
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.03(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) giving rise to a prepayment event pursuant to Section 2.03(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.03(b) but may be retained by the applicable Foreign Subsidiary (or the applicable Domestic Subsidiary of a Foreign Subsidiary) so long as no Default under Section 8.01(bthe applicable local law will not permit repatriation to the Borrower in the United States (the Borrower hereby agreeing to cause the applicable Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), Section 8.01(gand the Borrower shall not be required to monitor any such prohibition or delay and/or reserve cash for future repatriation after the Borrower has notified the DIP Agent of the existence of such prohibition or delay and (B) to the extent that the Borrower has determined in good faith that repatriation to the Borrower in the United States of any of or Section 8.01(hall the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have material adverse tax consequences (relative to the relevant Foreign Disposition or Foreign Casualty Event and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the portion of such Net Cash Proceeds so affected (the “Holdback Amount”) will not be required to be applied to repay Loans at the times provided herein and instead may be retained by the applicable Foreign Subsidiary (or the applicable Domestic Subsidiary of a Foreign Subsidiary), provided that, to the extent that within 12 months of the applicable prepayment event, the Borrower obtains actual knowledge that the repatriation of any Net Cash Proceeds from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition or Foreign Casualty Event ), such Foreign Subsidiary shall promptly repatriate an aggregate amount equal to the Holdback Amount to the DIP Agent, which amount shall be applied to the pro rata prepayment of Default the Loans pursuant to Section 2.03(b)(iv) in accordance with Section 2.03(b).
(vi) The Borrower shall have occurred and be continuing, if, on notify the DIP Agent in writing of any date on which a mandatory prepayment would otherwise be of Loans required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), 2.03(b) at least three (3) Business Days prior to the aggregate amount date of Net Cash Proceeds required by such clause to be applied to prepay Loans on prepayment. Each such notice shall specify the date is less than or equal to $50,000,000, the Company may defer of such prepayment until the first date on which the aggregate amount and provide a reasonably detailed calculation of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments prepayment. The DIP Agent will promptly notify each Lender of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments contents of the Revolving Credit Facility required pursuant to clause (i) or (ii) Borrower’s prepayment notice and of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization ▇▇▇▇▇▇’s Pro Rata Share of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepayment.
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (JOANN Inc.)
Mandatory. (i) [Reserved].
(ii) If any of the Company Borrower or any of its Restricted Subsidiaries Non-Borrower Subsidiary (Aother than the Insurance Subsidiary) Disposes of any property (other than sales of inventory in the ordinary course of business, and other than any deemed Excluded Asset Disposition referred to in Section 7.08(c)and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) or (B) suffers an Event of Losswhich, in each any such case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds which, received therefrom in excess of $10,000,000 in the aggregate with any other for the Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay received from all such Dispositions during the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Disposition occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000as applicable); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to no later than 45 days after the receipt end of the fiscal quarter during which such Net Cash ProceedsDisposition occurred), and so long as no Event Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Borrowers may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrowers so long as (A) within 365 330 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the Company in writing date such definitive agreement was executed.
(iii) Upon the occurrence of a Recovery Event with respect to the Administrative AgentBorrowers which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $10,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); and provided furtherthat, however, that with respect to any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth realized under a Recovery Event described in this Section 2.04(b)(i2.05(b)(iii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets of the Borrowers so long as (A) within 330 days after receipt of such Net Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the date such definitive agreement was executed.
(iiiv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries Borrowers of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or Borrowers (such Restricted Subsidiaryprepayments to be applied as set forth in clauses (v) and (viii) below, as applicable).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof on a pro-rata basis as directed by the Borrowers and specified in the notice of prepayment, (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity) and, second, to the Revolving Credit Facility without any reduction of the Revolving Credit Commitments in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
. Subject to Section 2.18 and clause (vvi) Notwithstanding any below, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedrelevant Facilities.
(vi) The Borrowers shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(ii) or (iii), at least five (5) Business Days prior to the date on which such payment is due. Such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall promptly (and, in any event, within one (1) Business Day) give notice to each Appropriate Lender of the contents of the Borrowers’ prepayment notice and of such Appropriate Lender’s Applicable Percentage or other applicable share provided for under this Agreement of the prepayment. Each Appropriate Lender may elect (in its sole discretion) to decline all (but not less than all) of its Applicable Percentage or other applicable share provided for under this Agreement of the prepayment (such amounts so declined, the “Declined Amounts”) of any mandatory prepayment by giving notice of such election in writing (each, a “Rejection Notice”) to the Administrative Agent by 12:00 p.m. (New York City time), on the date that is one (1) Business Day prior to the date that such prepayment is due. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage or other applicable share provided for under this Agreement of the total amount of such mandatory prepayment of Term Loans. The aggregate amount of the Declined Amounts shall be retained by the Borrowers and/or applied by the Borrower in any manner not inconsistent with the terms of this Agreement.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, and second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments Loans without any reduction of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b)Commitments, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableeach case.
Appears in 1 contract
Mandatory. (i) Commencing with the fiscal year ending December 31, 2013, within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans (such prepayments to be applied as set forth in clauses (v) and (viii) below) equal to the positive amount (if any) rounded down to an integral of $100,000 of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.04(a)(i) during such period and the aggregate principal amount of Term Loans prepaid pursuant to Section 2.17 to the extent funded with internally generated cash (it being understood and agreed that such amount shall be the amount of the applicable Discounted Voluntary Prepayment as opposed to the par value of the Term Loans prepaid).
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c7.05(g)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in no later than the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used second Business Day following the receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.04(b)(ii), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including, without limitation, Monitoring Contracts) so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent)consummated; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.04(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clauses (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentand (viii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii) and (iii) of this Section 2.04(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the second Business Day following the receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably subject to Section 2.11(g) and any intercreditor arrangement established pursuant to Section 2.16, to each of the Term Facilities Facility pro rata and to the principal repayment installments thereof on a pro-rata basis and, with respect to such Term Facility; provided that any Extended Term Loans or Refinancing Term Loans may be prepaid on a less (but not greater) than pro rata basis if agreed to by the Lenders holding such Loans; and second, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b).
(vvi) Notwithstanding any of the other provisions of clause (iii), (iii) or (iiiv) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (iii), (iii) or (iiiv) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (iii), (iii) or (iiiv) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,0003,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, following delivery of a written request by the Company Administrative Agent, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)(vii) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, following the occurrence and during the continuation of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the any required Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If To the Company or any of its Restricted Subsidiaries (A) Disposes extent that the Net Cash Proceeds of any property Asset Sale or Extraordinary Receipt exceeds $15,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(c) hereunder (other than any deemed Disposition referred it being agreed and understood that failure to in Section 7.08(c)) deliver such notice shall not constitute a Default or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds which, promptly after receipt thereof (or if the Borrower in the aggregate with any other good faith intends to use such Net Cash Proceeds described to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in this any line of business not prohibited by Section 2.04(b)(i) that 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any such Net Cash Proceeds described for such purpose, provided, that prepayment shall be required in this Section 2.04(b)(i), at the election of the Company (as notified by the Company an amount equal to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion 100% of such Net Cash Proceeds in operating assets so long as within 365 days promptly after any earlier date on which the receipt of Borrower has determined not to use such Net Cash Proceeds, Proceeds for any such reinvestment shall have been consummated purpose) (as certified by the Company in writing all such prepayments to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (iii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeAggregate Commitments, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(viiiii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)2.4(b) shall be applied, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, andSwingline Borrowings, third, shall be used ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cof any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(iany event within five Business Days, after the later of (A) that have not been used receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to not more than 5 days after receiving the receipt of such Net Cash ProceedsProceeds therefrom), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, Proceeds such reinvestment shall have been consummated completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as certified by such binding commitment is entered into within 12 months after the Company in writing receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the Administrative Agentnext succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not so reinvested applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Upon an increase of Except as expressly provided in the Revolving Credit Commitment or Term A-1 Loansproviso to this sentence, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b2.05(b) shall be applied ratably to the Term Loans then outstanding (other than any such prepayment pursuant to clause (iii) of this Section 2.04(b2.05(b)(ii)(y)) , which shall be appliedapplied to the then applicable Term Loans that were the subject of such Refinancing Commitments, firstRefinancing Loans or Refinancing Equivalent Debt, ratably to each of the Term Facilities as applicable) and to the principal repayment installments thereof on as directed by the Borrower; provided, however, that, at the Borrower’s election, the Net Cash Proceeds of any Disposition by, or Casualty Event involving, a pro-rata basis and, second, Foreign Subsidiary that are required to be used to prepay the term loans pursuant to Section 2.05(b)(i) may be applied ratably to the Revolving Credit Facility in Term A-1 Loans and the manner set forth in clause (vii) of this Section 2.04(b)Term A-2 Loans then outstanding before being applied to the Term B Loans.
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b2.05(b) to be applied to prepay Term Loans exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Term Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Term Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (viv)) but which have not previously been so applied.
(v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local Law from being repatriated to the United States or, in the case of a prepayment of the Term A-1 Loans or the Term A-2 Loans after the consummation of the Term Loan A Assumption, the Netherlands, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States or the Netherlands, as applicable (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartyBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
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Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes Immediately upon any voluntary or involuntary (including casualty losses or condemnations) sale or disposition by any Borrower or its Subsidiaries of any property or assets (other than any deemed Disposition referred to in Section 7.08(csales or dispositions which qualify as Permitted Dispositions)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Personwithout penalty or premium, the outstanding Obligations in accordance with clause (d) below in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions to the extent that the aggregate amount of such Net Cash Proceeds which, received by Borrowers and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $250,000 in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000fiscal year; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as (1) no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be is continuing, if(2) Administrative Borrower shall have given Agent prior written notice of Borrowers’ and their respective Subsidiaries’ intention to apply such monies to the costs of replacement of the property or assets which are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of any of the Borrowers or their respective Subsidiaries, on any (3) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, (4) Borrowers have Excess Availability of not less than $3,500,000 as of the date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), Agent receives the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions notice set forth in Article Vclause (2) above, reborrow and (5) a Borrower or a Subsidiary of a Borrower completes such amounts (replacement, purchase or construction within 180 days after the initial receipt of such monies, such Borrower shall have the option to apply such monies to the costs of replacement of the property or assets which amounts, are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of any of the Borrowers or their respective Subsidiaries unless and to the extent originally constituting Net Cash Proceedsthat such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be deemed paid to retain their original character Agent and applied as Net Cash Proceeds when so reborrowedset forth above. Nothing contained in this subclause (A) for application as required shall permit any Borrower or its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4.
(B) Immediately upon the receipt by this any Borrower or its Subsidiaries of any Extraordinary Receipts in any fiscal year, such Borrower shall prepay, without premium or penalty, the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.
(C) Immediately upon the issuance or incurrence by any Borrower or its Subsidiaries of any Indebtedness (other than Indebtedness permitted by Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h6.1), or an Event the issuance by any Borrower or its Subsidiaries of Default during any shares of its or their Stock (other than Excluded Issuances), such deferral period, the Company Borrower shall immediately prepay the Loans outstanding principal of the Obligations in accordance with clause (d) in an amount equal to 100% of the amount of all Net Cash Proceeds received by such Borrower or its Subsidiaries in connection with such issuance or incurrence. Concurrent with each such prepayment, Borrowers shall pay to Agent, for the Company ratable account of the Lenders holding the Obligations prepaid, the applicable prepayment premium as set forth in the Fee Letter. The provisions of this subsection (C) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and other amountsconditions of this Agreement.
(D) Within 10 days of delivery to Agent and Lenders of audited financial statements pursuant to Section 5.3, as applicablecommencing with the delivery to Agent and Lenders of the financial statements for the fiscal year 2005 or, that if such financial statements are not delivered to Agent and Lenders on the date such statements are required to be applied delivered pursuant to prepay Section 5.3, 10 days after the date such statements are required to be delivered to Agent and Lenders pursuant to Section 5.3, Borrowers shall prepay, without penalty or premium, the outstanding principal amount of the Term Loans under this Section 2.04(b) (without giving effect to and the first and second sentences of this Advances in accordance with clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowingsd) in an aggregate amount equal to such excess.
(vii) Prepayments 50% of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Excess Cash Collateralize the remaining L/C Obligations; and, in the case Flow of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowers and Revolving Credit Loans outstanding at their Subsidiaries for such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablefiscal year.
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Sources: Credit Agreement (Buca Inc /Mn)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than any deemed in connection with an Asset Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $10,000,000 for such transaction (or series of related transactions), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under an Asset Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsAsset Disposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets performing the same or a similar function or otherwise used in the business of such Loan Party or any Subsidiary so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested (or subject to a definitive agreement to be reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)2.05(b)(i) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default or (y) the expiration of such 180 day period.
(ii) Upon the incurrence sale or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness of its Capital Securities (other than any Indebtedness expressly permitted sales or issuances of Capital Securities (A) to be incurred another Loan Party or any Subsidiary, (B) in connection with a Permitted Acquisition or (C) in connection with the exercise of any stock options by the management or employees of any Loan Party) or the exercise by any Person of any convertible Capital Securities issued pursuant to Section 7.12by a Loan Party, in each case, resulting in receipt by such Loan Party or Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such sale or issuance (or series of related sales or issuances), the Company Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iv) below).
(iii) Upon an increase the incurrence or issuance by any Loan Party or any of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment its Subsidiaries of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) any Debt (other than pursuant to clause Debt permitted under Sections 7.01 (iiia) of this Section 2.04(b— (o)) shall be appliedresulting in receipt by such Loan Party or Subsidiary, firstas applicable, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by in excess of $5,000,000 for such clause to be applied to prepay Loans on such date is less than incurrence or equal to $50,000,000issuance (or series of related incurrences or issuances), the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, Borrower shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in the an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company and other amounts, such Loan Party or such Subsidiary (such prepayments to be applied as applicable, that are set forth in clause (iv) below).
(iv) All amounts required to be applied paid pursuant to prepay Loans under this Section 2.04(b2.05(b) shall be applied pro rata to each Class of Term Loans (without giving effect ratably to the first and second sentences remaining principal amortization payments of this clause (veach such Loan)) but which have not previously been so applied.
(viv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. Subject to Section 2.07(h), (i) If the Company if any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than (x) any deemed Disposition referred of any property permitted by Section 7.05 (other than clauseclauses (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in Section 7.08(c)respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) or (B) suffers an Event of Loss, in each case, which that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant (to the proviso extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below, exceeds $50,000,000); provided, however, that, with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)realized, at the election of either the Company US Borrower or the European Borrower (as notified by the Company such Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash Proceedsdisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by or, if the Company in writing to Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the Administrative Agentdate of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately applied subject to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(iii) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (vi) below).
(ii) Upon any Extraordinary Receipt (other than proceeds of any Asbestos Insurance Settlement or Asbestos Judgment, so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto, as applicable) received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) and (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon an increase the delivery of financial statements pursuant to Section 6.17(b) and the related Compliance Certificate pursuant to Section 6.17(b)(v) (other than in respect of the Fiscal Year ending December 31, 2011), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) the Applicable Excess Cash Flow Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the same of (x) aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and (y), to the extent accompanied by a voluntary reduction to the total aggregate amount of Multicurrency RCF Commitments and/or US Dollar RCF Commitments in an amount equal to such prepayment, Revolving Credit Commitment Loans or Term A-1 Loans, or bothSwing Line Loans prepaid pursuant to Section 2.05(a), in accordance each case, with Section 2.13 or upon the establishment of the Incremental Term Facility internally generated funds (such prepayments to be applied as set forth in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentclause (vi) below).
(iv) Upon the expiry of the Certain Funds Period, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of (I) any amounts held in the Overadvance Account at such time and (II) any amount in excess thereof which constitutes proceeds of the Term Facilities which have not been used for Certain Funds Purposes (such prepayments to be applied as set forth in clause (vi) below).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, applied (subject to Section 2.05(b)(vii)) ratably to each of the Term Facilities A-1 Facility, the Term A-2 Facility, the Term A-3 Facility, the Term A-4 Facility and the Term B Facility and to the principal repayment installments thereof on a pro-rata basis.
(vi) The US Borrower shall notify the Administrative Agent in writing of any optional or mandatory repayment of Term B Loans required to be made pursuant to Section 2.05(a) or 2.05(b) at least three (3) Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide a reasonably detailed calculation of the amount of such repayment. The Administrative Agent will promptly notify each Lender holding Term B Loans of the contents of the US Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any voluntary or mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term B Loans required to be made pursuant to Section 2.05(a) or 2.05(b) respectively, by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the US Borrower no later than 5:00 P.M. on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the voluntary or mandatory repayment, as the case may be, of Term B Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term B Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such voluntary or mandatory repayment, as the case may be, of Term B Loans to which such Lender is otherwise entitled. Any Declined Proceeds of a mandatory prepayment of Term B Loans required to be made pursuant to Section 2.05(b) shall be (i) applied ratably to each of the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility and the Term A-4 Facility and to the principal repayment installments thereof on a pro-rata basis and, second, or (ii) to the Revolving Credit Facility in extent there are no Term A-1 Loans, Term A-2 Loans, Term A-3 Loans or Term A-4 Loans outstanding at such time, retained by the manner set forth in US Borrower. Any Declined Proceeds of voluntary prepayments of Term B Loans made pursuant to Section 2.05(a) shall be retained by the US Borrower. Notwithstanding the above, this clause (vii) shall not apply in respect of this Section 2.04(b).
any voluntary prepayment if (vA) Notwithstanding any of the other provisions of clause (i) all Term A-1 Loans, Term A-2 Loans, Term A-3 Loans and Term A-4 Loans have been repaid in full or (iiB) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) all Term B Loans are being repaid with such voluntary or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedmandatory prepayment.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Colfax CORP)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(i) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of aggregate Net Cash ProceedsProceeds in excess of $50,000,000 in any fiscal year, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used excess of $50,000,000 within three Business Days after receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth below, exceeds $50,000,000in Section 2.05(b)(iii)); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within three Business Days after the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries or apply such Net Cash Proceeds toward any Permitted Acquisition or other Investment permitted hereunder, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or the Borrower or such Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Company Borrower in writing to the Administrative Agent), which agreement requires consummation to occur not later than the 425th day after receipt of such Net Proceeds; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon If any Extraordinary Receipt results in Net Cash Proceeds in excess of $50,000,000 to be received by or paid to or for the incurrence or issuance by account of the Company Borrower or any of its Restricted Subsidiaries in any fiscal year, and such Net Cash Proceeds are not otherwise included in clause (i) of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to this Section 7.122.05(b), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon in excess of $50,000,000 within three Business Days after receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in Section 2.05(b)(iii)); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries or apply such Net Cash Proceeds toward any Permitted Acquisition or other Investment permitted hereunder, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or the Borrower or such Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent), which agreement requires consummation to occur not later than the 425th day after receipt of such Net Proceeds; and provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be appliedapplied to the Term Loan (and, firstto the extent provided in the definitive loan documentation thereto, to any Incremental Term Loans or Incremental Equivalent Debt, ratably to each of the Term Facilities (or less than ratably, but in no event greater than ratably)) and to the principal repayment installments thereof on a pro-rata basis andin direct order of maturity to the next four scheduled principal repayment thereof, secondand thereafter, to the Revolving Credit remaining amortization installments pursuant to Section 2.07(a) on a pro rata basis. Subject to Section 2.16, any such prepayments shall be paid to the Lenders under the applicable Facility in accordance with their respective Applicable Percentages in respect of the manner set forth in clause (vii) of this Section 2.04(b)relevant Facilities.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiv) Prepayments Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b)(iv), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
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Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of Relevant Party makes any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, Asset Sale which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, promptly after receipt (or if the Borrower in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used good faith intends to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets, capital assets to be used in operating assets so long as within 365 days after the receipt any line of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified business not prohibited by the Company in writing Section 7.07 or for other uses reasonably acceptable to the Administrative Agent); and provided further, howeverthen on or before the 360th day after such Asset Sale to the extent that, that any within such 360 day period, the Relevant Parties have not used such Net Cash Proceeds not so reinvested for such purpose; provided, that prepayment shall be immediately required with such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (v) below).
(ii) Upon the issuance or incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries Subsidiary of any Indebtedness (other than any Indebtedness expressly permitted under Section 7.02), and upon receipt of the Net Cash Proceeds thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds (such prepayments to be incurred applied as set forth in clause (v) below).
(iii) Upon any Extraordinary Receipt received by or issued pursuant paid to or for the account of any Relevant Party, and not otherwise included in clause (i) or (ii) of this Section 7.122.04(b), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately promptly upon receipt thereof by the Company or such Restricted Subsidiary.
Relevant Party (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest such prepayments to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (viiv) of this Section 2.04(bbelow).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeAggregate Commitments, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(viiv) Prepayments of the Revolving Credit Facility Loans made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Swingline Borrowings, third, shall be applied ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, shall be applied ratably to the outstanding Eurodollar Rate Loans, and, thirdand fifth, shall be used to Cash Collateralize the remaining L/C Obligations; provided that, in the case of prepayments of the Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), such Cash Collateralization shall only be required if an Event of Default has occurred and is continuing, and, in the case of prepayments of the Revolving Credit Facility Loans required pursuant to clause (i) ), (ii), or (iiiii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and and, if applicable, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessBorrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable; provided, however, that if an Event of Default no longer exists, any Cash Collateral required under this Section 2.04(b) shall be released to the Borrower. Prepayments made pursuant to this Section 2.04(b) shall not result in a permanent reduction of the Commitments.
Appears in 1 contract
Mandatory. (i) If The Borrower shall make a prepayment of the Company Loans until paid in full upon the occurrence of any of the following at the following times and in the following amounts: Concurrently with the receipt by the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than Net Cash Proceeds from any deemed Disposition referred to in Section 7.08(c)) Asset Sale or (B) suffers an Event of LossRecovery Event, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000Proceeds; provided, however, provided that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and x) so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifand (y) upon written notice to the Administrative Agent, on the Borrower, directly or through one or more of its Subsidiaries, shall have the option to invest such Net Cash Proceeds within 180 days of receipt thereof in assets of the type used in the business of the Borrower or any date on which a prepayment would otherwise be required of its Subsidiaries; provided further that, if such Net Cash Proceeds are not so reinvested within such 180-day period but are committed to be made reinvested pursuant to clause a binding obligation, the Borrower or its Subsidiaries (ias applicable) or shall have an additional 90 days to reinvest such Net Cash Proceeds.
(ii) Mandatory prepayments of this Section 2.04(b)the Loans shall be applied, first, to prepayment of the aggregate amount Swingline Loans; second, if all Swingline Loans have been paid in full, to repayment of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000outstanding LC Disbursements; third, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply if all or any part of such aggregate amount to prepay Revolving Credit Swingline Loans and may, subject to the fulfillment of the applicable conditions set forth outstanding LC Disbursements have been paid in Article V, reborrow such amounts (which amountsfull, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments prepayment of the Revolving Credit Facility made pursuant to this Section 2.04(b)Loans; and fourth, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit if all Swingline Loans, andoutstanding LC Disbursements and Revolving Loans have been paid in full, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remainingall LC Exposure, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum an amount equal to 103% of such prepayment amountsLC Exposure, cash collateralization amounts on terms, pursuant to documentation, and remaining amount being, collectively, in form and substance reasonably satisfactory to the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableAdministrative Agent and each applicable Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Globant S.A.)
Mandatory. (i) If (A) the Company or any of its Subsidiaries Disposes of any Collateral other than (x) Dispositions under Section 7.24(i) or Section 7.24(ii), (y) any Disposition of Equity Interests in a Restricted Subsidiary that hold only Excluded Assets or (z) as a result of the consummation of the Spin-Off (a “Mandatory Prepayment Disposition”), or (B) the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, which in each case, which results together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Closing Date, result in the realization by such Person the Loan Parties, collectively, of Net Cash ProceedsProceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (for the avoidance of doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (i)(A)(x)), the Company shall in each case prepay, immediately upon within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate Proceeds; provided that (x) with respect to all or a portion of any other Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i2.05(b)(i)(A), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the such third Business Day following receipt of such Net Cash ProceedsProceeds of Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds arising from such Disposition in operating assets so long as which constitute Collateral within 365 days after the receipt of such Net Cash ProceedsProceeds and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), such reinvestment shall have been consummated at the election of the Company (as certified notified by the Company in writing to the Administrative AgentAgent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, if such replacement or repair could not reasonably completed within 365 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)Loans.
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to under Section 7.127.14), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiiv) If the Spin-Off is not consummated within 60 days following the Closing Date on terms consistent in all material respects with the information contained in the MSG Form 10, the Company shall on such date prepay in full all Obligations in respect of the Initial Term Facility.
(v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, except to the extent that the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility, if any, second, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, secondthird, except to the extent that the Incremental Revolving Lenders under an Incremental Revolving Credit Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit LoansFacility and each Incremental Revolving Credit Facility, if any, and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or through (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and any Incremental Revolving Credit Facility shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer Issuers or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company any Credit Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(cexpressly permitted by Subsections 7.05(a) through (i) and (k)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iv) and (vi) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Credit Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 365 180 days after the receipt of such Net Cash Proceeds, (A) such reinvestment purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent)) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the date of such agreement shall have been entered into; and provided further, however, that any Net Cash Proceeds not (1) so reinvested shall or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Company Partnership or any of its Restricted Subsidiaries of any Indebtedness of its Equity Interests (other than any Indebtedness expressly permitted sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.12the Partnership’s Long Term Incentive Plan), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Partnership or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the Revolving proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Commitment Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or Term A-1 Loansprior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iii) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or bothreimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (iv) and (vi) below), and provided further, that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b)(i) shall be applied, first, ratably to each the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the Term Facilities and amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, second, to the extent any such Acquisition Loans are paid in full, any such amounts shall be applied pro rata among all other outstanding Acquisition Loans until paid in full, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the principal repayment installments thereof on in inverse order of maturity, and third, to the outstanding Revolving Loans. Each prepayment of Loans pursuant to Section 2.05(b)(ii) or (iii) shall be applied, first, to the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a pro-rata basis Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, to the Revolving Credit Facility extent any such Acquisition Loans are paid in full, any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the manner set forth principal repayment installments thereof in clause (vii) inverse order of this Section 2.04(b)maturity.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) and Swing Line Loans in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C ObligationsObligations and Swing Line Loans; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations and Swing Line Loans in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableapplicable and upon nonpayment of a Swing Line Loan in accordance with the terms hereof, funds on deposit as Cash Collateral for Swing Line Loans shall be applied to repay and reimburse the Swing Line Lender.
Appears in 1 contract
Mandatory. (i) If The Company shall, on the Company or any Initial Maturity Date, prepay an aggregate amount of its Restricted Subsidiaries the Loans equal to the excess, if any, of (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant then outstanding over (B) $2,625,000,000, such amount to this Section 2.04(b)(i) or reinvested pursuant be applied ratably to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment outstanding principal amount of the Loans as set forth in this Section 2.04(b)(i)then owing to the Lenders.
(ii) Upon The Company shall, within five Business Days following the incurrence or issuance receipt by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by from the Company issuance or such Restricted Subsidiary.
(iii) Upon incurrence of any Permanent Securities, prepay the Loans in an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed such amount to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loansprincipal amount of the Loans then owing to the Lenders; provided that, andnotwithstanding the foregoing, third, if the Company shall be used to Cash Collateralize have prepaid the remaining L/C Obligations; and, Loans by at least $1,500,000,000 in the case aggregate prior to the first issuance of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, Permanent Securities after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsClosing Date, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by then the Company for use in shall, within five Business Days following the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action receipt by or notice to or from the Company or any other Loan Partyof its Subsidiaries of the Net Cash Proceeds from the issuance or incurrence of any Permanent Securities (such Net Cash Proceeds, ““Securities Proceeds”“), prepay the Loans as follows (all such prepayments to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders):
(A) 100% of Securities Proceeds shall be applied to reimburse prepay the L/C Issuer or Loans, up to an aggregate amount of $1,500,000,000 of prepayments from all Securities Proceeds pursuant to this clause (A);
(B) 50% of Securities Proceeds (if any) in excess of an aggregate of $1,500,000,000 (for all Permanent Securities) shall be applied to prepay the Revolving Credit LendersLoans, as applicableup to an aggregate amount of $750,000,000 of prepayments from all Securities Proceeds pursuant to this clause (B); and
(C) 100% of Securities Proceeds (if any) in excess of an aggregate of $3,000,000,000 (for all Permanent Securities) shall be applied to prepay the Loans.
Appears in 1 contract
Sources: Bridge Loan Agreement (Capmark Financial Group Inc.)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (B7.05(p) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $50,000,000 in the aggregate for all such Dispositions in any fiscal year, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds which, in and (B) the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the within five Business Days of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating useful assets in the business so long as within 365 days eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as certified reported in a notice provided by the Company Borrower in writing to the Administrative Agent); and provided further, however, in the case of written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be immediately promptly applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to the lessor of (A) 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary and (B) the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause subclauses (i) or and (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g2.05(b) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay each Class of Term Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to a pro rata basis and within each Class shall be applied in direct order of maturity. Subject to prepay Loans exceeds $50,000,000. During Section 2.15, such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject prepayments shall be paid to the fulfillment Term Lenders in accordance with their respective Applicable Percentages in respect of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedTerm Facilities.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.
(viiv) Prepayments Except as otherwise provided in Section 2.15, prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Integra Lifesciences Holdings Corp)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or 7.05(p)) or (B) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which(or, in if the aggregate Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any other such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds described such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term Loans and such Indebtedness then outstanding) promptly, but in this Section 2.04(b)(i) that have not been used any event within five Business Days, after actual receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iv) and subject to clauses (v) and (vi) below, exceeds $50,000,000); provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds)Borrower, and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).actual receipt
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.12)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clause (iv) below and subject to clause (v) below).
(iii) Upon Not later than ten Business Days after the date on which annual financial statements are required to be delivered pursuant to Section 6.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate the Excess Cash Flow of the Borrower and its Subsidiaries for such Excess Cash Flow Period and the Borrower shall apply an increase amount to prepay Term B Loans equal to (A) the Required ECF Percentage of such Excess Cash Flow minus (B) in each case, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such Excess Cash Flow Period and to the extent not financed using the proceeds of funded Indebtedness (other than revolving indebtedness), the sum of (1) the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period pursuant to Section 2.05(a)(i) or 10.06(h) (it being understood that the amount of any such payments pursuant to Section 10.06(h) shall be deemed to equal the amount of cash used to purchase Term Loans pursuant to Section 10.06(h)), plus (2) the amount of any voluntary payments of Revolving Credit Loans during such Excess Cash Flow Period to the extent the Revolving Credit Commitment Commitments are terminated or Term A-1 Loanspermanently reduced pursuant to Section 2.06 by the amount of such payments, plus (3) the amount used to fund voluntary prepayments, voluntary repurchases or bothvoluntary redemptions during such Excess Cash Flow Period of any other Indebtedness that is secured on a pari passu basis with the Obligations under this Agreement (other than Indebtedness under any revolving credit facility except to the extent there is a corresponding termination or permanent reduction in the commitments thereunder), plus (4) the amount of Capital Expenditures made in accordance cash by the Borrower and its Subsidiaries during such Excess Cash Flow Period, plus (5) the aggregate amount of cash consideration paid by the Borrower and its Subsidiaries during such Excess Cash Flow Period in connection with Investments made in compliance with Section 2.13 7.03 (other than (x) Investments in cash or upon Cash Equivalents or (y) Investments in the establishment Borrower or any Subsidiary) plus (6) the aggregate amount of Restricted Payments made by the Borrower and the Subsidiaries in cash in compliance with Section 7.06 during such Excess Cash Flow Period (other than Restricted Payments made to the Borrower or any Subsidiary). Such calculation will be set forth in a certificate signed by a Responsible Officer of the Incremental Term Facility in accordance with Section 2.14Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the Company shall immediately prepay, amount of any required prepayment in full, respect thereof and the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentcalculation thereof in reasonable detail.
(iv) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(bSections 2.05(b)(i) (other than pursuant to clause (iii) of this Section 2.04(b)or 2.05(b)(ii) shall be applied, first, applied ratably to each of the Term Facilities A Loans and Term B Loans then outstanding. Each prepayment of (x) any Term Loans pursuant to Sections 2.05(b)(i) or 2.05(b)(ii) or (y) any Term B Loans pursuant to Section 2.05(b)(iii), shall be applied in each case to the principal repayment installments thereof on a pro-rata basis and, second, to as directed by the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b)Borrower.
(v) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or any Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds Proceeds, Excess Cash Flow or other amounts otherwise required by such clause to be applied to prepay Term A Loans or Term B Loans, as applicable, on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds Proceeds, Excess Cash Flow or other amounts otherwise required under clause (i), (ii) or (iiiii) of this Section 2.04(b2.05(b) to be applied to prepay Term A Loans or Term B Loans, as applicable, exceeds $50,000,0001,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment (or waiver in accordance with Section 10.01) of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash ProceedsProceeds or Excess Cash Flow, shall be deemed to retain their original character as Net Cash Proceeds or Excess Cash Flow, as applicable, when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Term A Loans and Term B Loans, as applicable, in the amount of all Net Cash Proceeds received by the Company Proceeds, Excess Cash Flow and other amounts, as applicable, that are required to be applied to prepay Term A Loans and Term B Loans, as applicable, under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for Notwithstanding any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) provisions of this Section 2.04(b2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”), the amount remainingNet Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or the Excess Cash Flow that is attributable to a Foreign Subsidiary are prohibited or delayed by applicable local Law from being repatriated to the United States, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum portion of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may Net Cash Proceeds or Excess Cash Flow so affected will not be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall required to be applied (without any further action by to prepay Term A Loans or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit LendersTerm B Loans, as applicable., at the time provided in this Section 2.05
Appears in 1 contract
Mandatory. (i) [Reserved];
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (Bp) suffers an Event of Loss, in each case, or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin five (5) that have not been used Business Days receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such reinvestment Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative 66 Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) Upon or (iv) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Revolving Credit Commitment Borrowers (as notified by the Borrowers to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the next four (4) principal repayment installments thereof under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-pro rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(vvii) Notwithstanding any of the other provisions of clause this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation becomes so permitted) offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery Event would have a material adverse tax cost or consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds an amount equal to the Net Cash Proceeds so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(gclause (ii) on or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any before that date on which a prepayment any such Net Cash Proceed so retained would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are have been required to be applied to prepay Loans under prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). Nothing in this Section 2.04(b2.05(b)(vii) (without giving effect shall require the Borrowers to cause any amounts to be actually repatriated to the first and second sentences United States (whether or not such amounts are used in or excluded from the determination of this clause (vthe amount of any mandatory prepayment hereunder)) but which have not previously been so applied.
(viviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).
Appears in 1 contract
Mandatory. (i) If at any time the Company sum of the unpaid principal balance of the Swingline Loans, Revolving Loans, and the L/C Obligations then outstanding shall be in excess of the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Swingline Loans and Revolving Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the L/C Obligations.
(ii) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Restricted Subsidiaries Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (Aincluding the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) Disposes and, promptly upon receipt by the Borrower or such Subsidiary of any property (other than any deemed the Net Cash Proceeds of such Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, the Borrower shall prepay the Obligations in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds whichare applied to reinvest in fixed or capital assets used or useful in the Borrower’s or another Loan Party’s business in accordance with this paragraph, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $200,000 in the aggregate with so long as no Default then exists, and (z) in the case of any other Disposition not covered by clause (y) above and any Event of Loss, so long as no Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 180 days of the applicable Disposition or Event of Loss, as applicable, the Net Cash Proceeds described thereof in fixed or capital assets used or useful in the Borrower’s or another Loan Party’s business, then the Borrower shall not be required to make a mandatory prepayment under this Section 2.04(b)(i) that subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Loan Party has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been used to so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of reinvesting in such assets.
(iii) If after the Closing Date any Loan Party shall issue new equity securities (whether common or preferred stock or otherwise), other than Excluded Equity Issuances, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of such Loan Party in respect thereof. Promptly upon receipt by such Loan Party of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) or any other terms of the Loan Documents.
(iv) If after the Closing Date any Loan Party shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of such Loan Party in respect thereof. Promptly upon receipt by such Loan Party of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 or any other terms of the Loan Documents.
(v) Within three (3) Business Days after receipt of the Borrower’s year-end audited financial statements, and in any event within 125 days after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year of the Borrower ending on or about December 27, 2024), the Borrower shall prepay the Obligations by an amount equal to 50% (the “Prepayment Percentage”) of Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year less the aggregate amount of voluntary prepayments of principal of Term Loans and voluntary prepayments of principal of Revolving Loans (to the extent such voluntary prepayment of Revolving Loans is accompanied by a concurrent permanent reduction of the Revolving Credit Commitment) made by the Borrower pursuant to this Section 2.04(b)(i2.8(a) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000hereof; provided, however, that, that the Prepayment Percentage shall be reduced to 25% for any Fiscal Year of the Borrower with respect to any which the Total Net Cash Proceeds described in this Section 2.04(b)(i), at the election Leverage Ratio as of the Company last day of such Fiscal Year of the Borrower (as notified evidenced by the Company financial statements and compliance certificates provided to the Administrative Agent on or prior for the relevant Fiscal Year in accordance with Section 8.5 hereof) is less than 2.00 to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent)1.0; and provided further, however, that any Net Cash Proceeds not so reinvested the Prepayment Percentage shall be immediately applied reduced to 0% for any Fiscal Year of the Borrower with respect to which the Total Net Leverage Ratio as of the last day of such Fiscal Year of the Borrower (as evidenced by financial statements and compliance certificates provided to the prepayment of Administrative Agent for the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, relevant Fiscal Year in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv8.5 hereof) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal 1.00 to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied1.0.
(vi) If after the Closing Date, (A) the Borrower or any other Loan Party shall receive any payment in connection with a claim under any insurance policy issued in connection with any Acquisition (but in any event excluding any amounts so received that are applied, or to be applied, by the Borrower or such other Loan Party for the purpose of (i) payment of (or reimbursement of payments made for) claims and settlements to third Persons that are not Affiliates of a Loan Party, or (ii) covering any reason out-of-pocket expenses (including out-of-pocket legal expenses and any taxes) incurred by the Total Revolving Credit Outstandings at Borrower or such other Loan Party in connection with obtaining such insurance payment or remediating any time exceed damages caused by any matter related to such claim under such insurance policy) (each such payment, a “R&W Insurance Policy Payment”), then the Revolving Credit Facility at such timeBorrower shall, within three (3) Business Days after receipt thereof, prepay the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 100% of the amount of such excessR&W Insurance Policy Payment.
(vii) Prepayments The amount of each such prepayment under clauses (ii), (iii), (iv), (v) and (vi) of this Section 2.8(b) shall be applied (A) first to the outstanding Term Loans (to be applied on a ratable basis among the Term A Loans and Incremental Term Loans (if any) based on the outstanding principal amounts thereof) until paid in full and (B) then, without a reduction of the Revolving Credit Facility made pursuant Commitments, to this Section 2.04(b), first, shall the Swingline Loans and Revolving Loans until paid in full with any remaining balance to be applied ratably to held by the Administrative Agent in the Collateral Account as security for the L/C BorrowingsObligations in accordance with Section 9.4. Unless the Borrower otherwise directs, second, prepayments of Loans under this Section 2.8(b) shall be applied ratably first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of SOFR Loans in the outstanding Revolving Credit Loans, and, third, order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be used made by the payment of the principal amount to Cash Collateralize the remaining L/C Obligations; be prepaid and, in the case of prepayments any Term Loans or SOFR Loans or Swingline Loans, accrued interest thereon to the date of prepayment together with any amounts due the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Lenders under Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable4.5.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a) through (h), (j), (k), (l), (n), (o) or (Bp)) suffers an Event of Loss, in each case, which results in the realization by such Person of aggregate Net Cash ProceedsProceeds for all such Dispositions in any fiscal year in excess of the Prepayment Amount, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in excess of the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used Prepayment Amount within three Business Days after receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may use all or any portion of such Net Cash Proceeds to consummate Permitted Acquisitions or other Investments not prohibited under this Agreement, or to acquire, replace, rebuild, restore or repair any real property, equipment or other tangible assets that are used in or useful to the business of the Borrower or the Restricted Subsidiaries (collectively, “Permitted Reinvestments”) and so long as during the period beginning on the date that is 180 days prior to, and ending on the date that is 365 days after, the receipt of such Net Cash Proceeds, such Net Cash Proceeds shall have been used to consummate one or more Permitted Reinvestments (or, in the case of any transaction constituting a Permitted Reinvestment consummated within 180 days prior to the receipt of such Net Cash Proceeds, “deemed” used) or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such Permitted Reinvestment (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so used to consummate a Permitted Reinvestment shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i).
(ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), which results in the realization by such Person of aggregate Net Cash Proceeds for all such Extraordinary Receipts in any fiscal year in excess of the Prepayment Amount, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds in excess of the Prepayment Amount within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (iii) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, the Company Borrower or such Restricted Subsidiary may reinvest use all or any portion of such Net Cash Proceeds in operating assets to consummate one or more Permitted Reinvestments and so long as within during the period beginning on the date that is 180 days prior to, and ending on the date that is 365 days after after, the receipt of such Net Cash Proceeds, such reinvestment Net Cash Proceeds shall have been used to consummate one or more Permitted Reinvestments (or, in the case of any transaction constituting a Permitted Reinvestment consummated within 180 days prior to the receipt of such Net Cash Proceeds, “deemed” used) or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such Permitted Reinvestment (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested used to consummate a Permitted Reinvestment shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of applied on a pro rata basis between the Term Facilities and to the principal repayment installments thereof on a pro-rata basis andas directed by the Borrower in writing (and in the absence of any direction, second, in direct order of maturity to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(bremaining quarterly principal installments thereof).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(viiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b)(iv), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Net Cash Proceeds attributable to Foreign Subsidiaries would be (x) prohibited by applicable local law (including as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries), (y) restricted by applicable material constituent documents or other material agreements, or (z) reasonably be expected to result in a Tax liability or otherwise result in adverse Tax cost consequences for the Borrower or any Subsidiaries, an amount equal to the portion of such Net Cash Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans pursuant to this Section 2.05.
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
Mandatory. (i) If the Company At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Restricted Subsidiaries (Aother than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries (other than S▇▇▇▇▇▇▇▇)) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e) or (Bh)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (iii) and (v) below, exceeds $50,000,000); provided, however, thatthat (1) the first $50,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i)(A), and (2) with respect to any Net Cash Proceeds received in respect of a Disposition described in this Section 2.04(b)(i)2.05(b)(i)(A) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (x) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.122.05(b)(i)(A), and (y) if a Default has occurred and is continuing at any time that the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds received therefrom which have not yet been reinvested, such Net Cash Proceeds shall be immediately upon receipt thereof by applied to the Company or such Restricted Subsidiary.
(iii) Upon an increase prepayment of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner as set forth in clause (vii) of this Section 2.04(b2.05(b)(i)(A).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) Beginning with the fiscal year ending December 2006, within two Business Days after the Compliance Certificate related to the financial statements delivered pursuant to SECTION 6.01(A) has been delivered pursuant to SECTION 6.02(B), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for the fiscal year covered by such financial statements; provided, that to the extent (x) the 52 Consolidated Leverage Ratio for the Measurement Period then ended shall be less than 2.50:1.00, the amount of such prepayment shall be equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements, and (y) the Consolidated Leveraged Ratio for the Measurement Period then ended shall be less than 1.50:1.00, the amount of such prepayment shall be equal to zero; provided further that to the extent the Borrower shall have made any optional prepayments of Term B Loans or Revolving Credit Loans accompanying a corresponding reduction in the Revolving Credit Commitment pursuant to SECTION 2.05(A) in the fiscal year with respect to which such Excess Cash Flow is calculated, the amount of such optional prepayments shall be credited against the foregoing mandatory prepayment.
(ii) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes makes any Disposition of any property or assets (other than any deemed Disposition referred to in Section 7.08(cof any property or assets permitted by SECTION 7.05(A), (B), (C), (D), (E), (H), (I) or (BJ)) suffers an Event of Loss, in each case, which results in the realization by the Borrower or such Person Subsidiary of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt of such Net Cash Proceeds whichby the Borrower or such Subsidiary; PROVIDED, HOWEVER, that (A) Net Cash Proceeds realized under a Disposition or a series of related Dispositions described in this SECTION 2.05(B)(II) shall not be required to be applied to the prepayment of the Loans as set forth in this SECTION 2.05 unless the fair market value of the property or assets subject thereto exceeds $250,000, (B) Net Cash Proceeds realized under a Disposition described in this SECTION 2.05(B)(II) shall not be required to be applied to the prepayment of the Loans as set forth in this SECTION 2.05 until the aggregate amount of such Net Cash Proceeds, together with the Net Cash Proceeds of other such Dispositions, in the aggregate with not so prepaid or reinvested exceeds $3,000,000 in any other fiscal year, in which case, all such aggregate Net Cash Proceeds described shall also be applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iSECTION 2.05; and (C) that have the Net Cash Proceeds of any Disposition in the ordinary course of business of car fleets used by employees or consultants of the Borrower and its Subsidiaries shall not been used to prepay the Loans pursuant be subject to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth belowSECTION 2.05(B)(II); PROVIDED, exceeds $50,000,000; provided, howeverFURTHER, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(iSECTION 2.05(B)(II), (x) at the election option of the Company Borrower (as notified elected by the Company Borrower in writing to the Administrative Agent on or prior to the date of such Disposition or the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash ProceedsProceeds (or, if earlier, the date on which such Net Cash Proceeds would be required to be applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Borrower or any of its Subsidiaries under any Permitted Financing), such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); , and provided further, however, that (y) any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)SECTION 2.05. Notwithstanding the foregoing, with respect to any Net Cash Proceeds realized from a Disposition of any Specified Florida Properties, any legally binding agreement to make expenditures in respect of such Specified Florida Properties at the time of such Disposition shall be deemed to constitute a reinvestment of the Net Cash Proceeds of such Disposition in an aggregate amount equal to such committed expenditures so long as no Permitted Financing is outstanding or such agreement constitutes a reinvestment of such Net Cash Proceeds under any Permitted Financing; PROVIDED, that if such legally binding agreement terminates or expires prior to the completion of such expenditures or all or a portion of such expenditures are no longer required pursuant to such legally binding agreement or if such Net Cash Proceeds would be required to be applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Borrower or any of its Subsidiaries under any Permitted Financing, then Net Cash Proceeds in an amount equal to any such expenditures not completed or no longer required to be so applied or offered shall be immediately applied to the prepayment of the Loans as set forth in this SECTION 2.05.
(iiiii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than (x) any sales or issuances of Equity Interests by any Subsidiary of the Borrower to the Borrower or to any Loan Party or by any Subsidiary of the Borrower that is not a Guarantor to any other Subsidiary of the Borrower that is not a Guarantor or (y) Equity Interests issued in connection with an Employee Benefit Arrangement or with a stock incentive plan, stock option plan or other equity based compensation plan or arrangement), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary; PROVIDED, HOWEVER, that (A) no prepayments shall be required from the Net Cash Proceeds realized from any exercise of any option, warrant, or other right to acquire capital stock in the Borrower to the extent the Borrower uses such Net Cash Proceeds to purchase, redeem or otherwise acquire shares of its common stock within 180 days after the receipt of such Net Cash Proceeds, and (B) the foregoing percentage shall be reduced to zero in the event that the Consolidated Leverage Ratio at the end of most recently completed fiscal quarter was not greater than 1.0 to 1.0.
(iv) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12SECTION 7.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of the other provisions of clause its Subsidiaries, and not otherwise included in CLAUSE (i) II), (III), or (iiIV) of this Section 2.04(bSECTION 2.05(B), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary; PROVIDED, HOWEVER, that with respect to any Extraordinary Receipt, (x) at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date of the receipt of such Extraordinary Receipt), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, ifthe Borrower or such Subsidiary may apply such Extraordinary Receipt to replace or repair the equipment, on fixed assets or real property in respect of which such Extraordinary Receipt was received or, as applicable, reinvest all or any portion of any other such Extraordinary Receipt in operating assets so long as within 365 days after the receipt of such Extraordinary Receipt (or, if earlier, the date on which a prepayment such amounts would otherwise be required to be made pursuant applied, or to clause (i) be offered to be applied, to prepay, redeem or (ii) defease any Indebtedness of this Section 2.04(bthe Borrower or any of its Subsidiaries under any Permitted Financing), such replacement, repair or purchase shall have been consummated or the aggregate amount Borrower or such Subsidiary shall have entered into a legally binding agreement to consummate such replacement, repair or purchase (each as certified by the Borrower in writing to the Administrative Agent), and, in the case of Net Cash Proceeds required by any such clause agreement to be applied to prepay Loans on replace, repair or purchase, such date is less than replacement, repair or equal to $50,000,000purchase shall have been consummated within 540 days (or, if earlier, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other such amounts otherwise would be required under clause (i) or (ii) of this Section 2.04(b) to be applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Borrower or any of its Subsidiaries under any Permitted Financing) after such certification of agreement to replace, repair or purchase (as certified by the Borrower in writing to the Administrative Agent), and (y) any Extraordinary Receipt not so applied shall be immediately applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment prepayment of the applicable conditions Loans as set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedSECTION 2.05.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings Swing Line Loans and Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.05(B)(VI) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.
(vii) Each prepayment of Loans pursuant to this SECTION 2.05(B) shall be applied, FIRST, to the Term B Facility and to the principal repayment installments thereof on a pro-rata basis and, SECOND, to the Revolving Credit Facility in the manner set forth in CLAUSE (VIII) of this SECTION 2.05(B).
(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(bCLAUSE (I), first(II), (III), (IV), (V), or (VI) of this SECTION 2.05(B), FIRST, shall be applied ratably to the L/C BorrowingsUnreimbursed Amounts and the Swing Line Loans, secondSECOND, shall be applied ratably to the outstanding Revolving Credit Loans, and, thirdTHIRD, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause CLAUSE (iI), (II), (III), (IV) or (iiV) of this Section 2.04(bSECTION 2.05(B), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Unreimbursed Amounts, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”"REDUCTION AMOUNT") may be retained by the Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in SECTION 2.06(B)(II). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) [Reserved];
(ii) If the Company any Loan Party or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (Bp) suffers an Event of Loss, in each case, or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin five (5) that have not been used Business Days receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (vi) and (ix) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such reinvestment Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company such Loan Party or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v) Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), AmericasActive:19597686.5 (iii) Upon or (iv) of this Section 2.05(b), the Borrowers shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Revolving Credit Commitment Borrowers (as notified by the Borrowers to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and to the next four (4) principal repayment installments thereof under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-pro rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viiix) of this Section 2.04(b2.05(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Revolving Credit Facility made Loans pursuant to this Section 2.04(b), first, shall be applied ratably 2.05(b) to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of this Section 2.04(b)any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery Event would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds an amount remaining, if any, after equal to the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Net Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) Proceeds so affected may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.applicable Non-
Appears in 1 contract
Mandatory. (i) If (1) the Company Borrower or any Restricted Subsidiary of its Restricted Subsidiaries (A) the Borrower Disposes of any property or assets (other than any deemed Disposition referred to in Section 7.08(cof any property or assets permitted by Sections 7.05 (a), (b), (c), (d), (e), (f), (g), (h), (k), (l), (m), (n), (o), (p), (q) and (r) or (B2) suffers an any Casualty Event of Loss, in each caseoccurs, which results in the realization receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds, subject to Section 2.05(b)(iv), the Company Borrower shall prepay, immediately upon cause to be prepaid on or prior to the date which is five Business Days after the date of the receipt thereof by the Borrower or any Restricted Subsidiary of such PersonNet Cash Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt, Other Term Loans, Other Notes, Permitted Ratio Debt (to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations) and the Permitted Refinancing of any such Indebtedness, in each case pursuant to the terms of the documentation governing such Indebtedness with an amount equal to the Net Cash Proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt, Other Term Loans, Other Notes or Permitted Ratio Debt (or the Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply the amount of such Net Cash Proceeds which, in on a pro rata basis (determined on the basis of the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay outstanding principal amount of the Term Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000and Other Applicable Indebtedness at such time; provided, howeverfurther, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at that the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after allocated to the receipt Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing Proceeds required to be allocated to the Administrative Agent); Other Applicable Indebtedness pursuant to the terms thereof, and provided furtherthe remaining amount, howeverif any, that any of such Net Cash Proceeds not so reinvested shall be immediately applied allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans as set forth and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in this Section 2.04(b)(i)any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(ii) Upon If the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of Subsidiary incurs or issues any Indebtedness after the Funding Date (other than any Indebtedness expressly A) not permitted to be incurred or issued pursuant to Section 7.12)Section 7.03 or (B) that constitutes Replacement Term Loans or Credit Agreement Refinancing Indebtedness in respect of any Class of Terms Loans, Revolving Credit Loans or Revolving Credit Commitments, the Company Borrower shall prepay cause to be prepaid an aggregate principal amount of such Term Loans (or, in the case of Credit Agreement Refinancing Indebtedness in respect of Revolving Credit Loans or Revolving Credit Commitments, prepay such Revolving Credit Loans and terminate such Revolving Credit Commitments) in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon on or prior to the date which is five Business Days after the receipt thereof by the Company Borrower or such Restricted SubsidiarySubsidiary of such Net Cash Proceeds.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Outstanding Amount of Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such timeLoans, the Company shall immediately prepay Revolving Credit Swing Line Loans and L/C Borrowings Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly after receipt of written notice from the Administrative Agent prepay the Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of ; provided that the Revolving Credit Facility made pursuant Borrower shall not be required to this Section 2.04(b), first, shall be applied ratably to Cash Collateralize the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required Obligations pursuant to clause (ithis Section 2.05(b)(iii) or (ii) of this Section 2.04(b), the amount remaining, if anyunless, after the prepayment in full of all L/C Borrowings and the Revolving Credit Loans outstanding and Swing Line Loans, such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(iv) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents or other material agreement, an amount equal to the Net Cash Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 if the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts (as determined in the Borrower’s reasonable business judgment) to overcome or eliminate any such restrictions on repatriation even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Net Cash Proceeds will otherwise be subject to repayment under this Section 2.05, and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Cash Proceeds is permissible under the applicable local law or applicable material constituent documents, even if such cash is not actually repatriated at such time time, an amount equal to the amount of the Net Cash Proceeds will be promptly (and in any event not later than five Business Days) applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries, and the Cash Collateralization direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the remaining L/C Obligations Term Loans pursuant to this Section 2.05 and (ii) to the extent that (A) repatriation of Net Cash Proceeds of a Foreign Casualty Event is required to fund repayments under this Section 2.05 and (B) the Borrower has determined in full good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Foreign Casualty Event could reasonably be expected to have material adverse tax consequences for Pubco, the Borrower or any Restricted Subsidiary with respect to such Net Cash Proceeds, an amount equal to such Net Cash Proceeds that would be so affected will not be subject to repayment under this Section 2.05; provided, that in the case of the foregoing clause (ii), each of the sum Borrower and the Applicable Foreign Subsidiary shall use reasonable efforts to eliminate such tax effects in its reasonable control. For the avoidance of doubt, nothing in this Section 2.05 shall require the Borrower to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder).
(v) Except as otherwise provided in any Refinancing Amendment, Extension Amendment or any Incremental Amendment or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding; provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt; (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) and (ii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of such prepayment (I) for the first eight quarters following the Funding Date, in direct order of maturity and (II) thereafter on a pro rata basis; and (C) each such prepayment shall be paid to the Lenders of each Class in accordance with their respective Pro Rata Shares of such prepayment.
(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) and (ii)(A) of this Section 2.05(b) not later than 11:00 a.m. at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment expected to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all (but not less than all) of its Pro Rata Share of any mandatory prepayment (such declined amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction AmountDeclined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment; provided, however, in no event may the proceeds of any Credit Agreement Refinancing Indebtedness be rejected. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableBorrower.
Appears in 1 contract
Sources: Credit Agreement (OTG EXP, Inc.)
Mandatory. (i) If the Company any Loan Party or any of its Restricted Domestic Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(l) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (viii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 365 days after the receipt of such Net Cash Proceeds, either (x) such reinvestment purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Holdings or such Restricted SubsidiarySubsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an increase aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Revolving Credit Commitment Borrower (as notified by the Borrower to the Administrative Agent on or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date of receipt of such prepaymentinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on a pro-rata basis the Maturity Date with respect to the Term Facility) in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viiviii) of this Section 2.04(b2.05(b).
(vvi) Notwithstanding any of the other provisions of clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Loans exceeds $50,000,0001,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or an Event of Default during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iiiv) of this Section 2.04(b2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Gsi Group Inc)
Mandatory. Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (iif any) of (A) the Applicable ECF Percentage multiplied by Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid during such fiscal year pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, that for the fiscal year ending December 31, 2013, the Excess Cash Flow payment shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of days between the Closing Date and December 31, 2013 and the denominator of which shall be 365. If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a), (b), (c), (d), (e) or (Bf)) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest or commit to reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 360 days after the receipt of such Net Cash Proceeds (and in the case of any such commitment to reinvest Net Cash Proceeds, such reinvestment shall have been be consummated within 180 days after the end of such 360-day period) (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(ii).
(ii) . Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clauses (v) and (vii) below). Upon an increase any Extraordinary Receipt received by or paid to or for the account of the Revolving Credit Commitment Borrower or Term A-1 Loansany of its Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or bothsuch Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in accordance with Section 2.13 lieu thereof) or upon indemnity payments, at the establishment election of the Incremental Term Facility in accordance with Section 2.14, Borrower (as notified by the Company shall immediately prepay, in full, Borrower to the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest Administrative Agent on or prior to the date of receipt of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be appliedinsurance proceeds, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) condemnation awards or (ii) of this Section 2.04(bindemnity payments), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) the Borrower or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company Subsidiary may apply all or any part commit to apply within 360 days after the receipt of such aggregate amount cash proceeds to prepay Revolving Credit Loans replace or repair the equipment, fixed assets or Real Property in respect of which such cash proceeds were received (and may, subject in the case of any such commitment to the fulfillment of the applicable conditions set forth in Article V, reborrow apply such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, such application shall be deemed consummated within 180 days after the end of such 360-day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to retain their original character the prepayment of the Loans as Net Cash Proceeds when so reborrowed) for application as required by set forth in this Section 2.04(b2.05(b)(iv). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. Subject to Section 2.07(fg), (i) If the Company if any Loan Party or any of its Restricted Subsidiaries (A) Disposes disposes of any property (other than (x) any deemed Disposition referred of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in Section 7.08(c)respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) or (B) suffers an Event of Loss, in each case, which that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant (to the proviso extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below, exceeds $50,000,000); provided, however, that, with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)realized, at the election of either the Company US Borrower or the European Borrower (as notified by the Company such Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash Proceedsdisposition), and so long as no Default shall have occurred and be continuing, the Company such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 365 days 12 months after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by or, if the Company in writing to Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the Administrative Agentdate of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately applied subject to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Colfax CORP)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries consummates any Asset Sale or Asset Swap (Ato the extent cash proceeds are received) Disposes which in the aggregate results in the realization by the Borrower or such Restricted Subsidiary of any property Net Asset Sale Proceeds (determined as of the date of such Asset Sale or Asset Swap, whether or not such Net Asset Sale Proceeds are then received by the Borrower or such Restricted Subsidiary), the Borrower shall apply all Net Asset Sale Proceeds received pursuant to Section 7.5 and all other Net Asset Sale Proceeds other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of LossExcluded Proceeds, in each case, which results to the extent not previously applied in such Fiscal Year to offer to make mandatory prepayments of Term Loans, if any, under this clause (b)(i) (it being understood that Net Asset Sale Proceeds subject to this clause (b)(i) applied in such Fiscal Year to make prepayments of Term Loans, if any, prior to receipt of such Net Asset Sale Proceeds other than Excluded Proceeds shall be deemed to have been made as a mandatory prepayment under this clause (b)(i)), within three Business Days after the realization by such Person date of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by the Borrower or such PersonRestricted Subsidiary subject to the provisions of Section 2.4(b)(iv), as follows:
(A) to the extent such Net Asset Sale Proceeds are not OPH Asset Sale Proceeds, to prepay Loans and, subject to Section 9.3, if an aggregate principal Event of Default has then occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(iii) and (iv) below), in an amount of Loans equal to 100% of such Net Cash Asset Sale Proceeds whichreceived; and
(B) to the extent such Net Asset Sale Proceeds are OPH Asset Sale Proceeds and to the extent such Net Asset Sale Proceeds are not required by the terms of the OPH Note Indenture to be offered to any holder of any OPH Note or otherwise used to repurchase or prepay any OPH Notes or such offer is rejected and to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(iii) and (iv) below), in the aggregate with any other an amount equal to 100% of such Net Cash Asset Sale Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000received; provided, however, that, that with respect to any such Net Cash Proceeds described in this Section 2.04(b)(i)Asset Sale Proceeds,
(1) if the Borrower intends to reinvest the Net Asset Sale Proceeds, at defease the election PEDFA Debt or purchase of the Company (as notified by the Company 6.75% Secured Senior Notes in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the receipt of second Business Day immediately following the date on which Borrower receives such Net Cash Asset Sale Proceeds),
(2) if the Borrower shall have delivered such notice, (x) the Net Asset Sale Proceeds may be reinvested, and in all cases the Borrower shall not be required to prepay the Term Loans, if any, as provided above, so long as no Default shall have occurred (a) such reinvestment is to purchase other assets (other than current assets) which are to be utilized in the business of the Borrower and its Restricted Subsidiaries or to make a capital expenditure, (b) such reinvestment is consummated or irrevocably committed to be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as consummated within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated Asset Sale Proceeds and (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(iic) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuingcontinuing on the date such notice is delivered, if(y) the Net Asset Sale Proceeds may be used to repay, on any date on which a prepayment would otherwise be required repurchase or defease the PEDFA Debt so long as (a) such defeasance is consummated or irrevocably committed to be made pursuant consummated within six months after the receipt of such Net Asset Sale Proceeds and (b) no Default shall have occurred and be continuing on the date such notice is delivered or (z) the Net Asset Sale Proceeds may be used to prepay, repurchase or defease the 6.75% Secured Senior Notes so long as (a) such prepayment is consummated or irrevocably committed to be consummated within six months after the receipt of such Net Asset Sale Proceeds and (b) no Default shall have occurred and be continuing on the date such notice is delivered,
(3) if the Borrower shall not have reinvested the Net Asset Sale Proceeds within such 365 day period or utilized such Net Asset Sale Proceeds to defease the PEDFA Debt or prepay, repurchase or defease the 6.75% Secured Senior Notes within such six month period, as the case may be, the Borrower shall by the last day of such period (or, if such day shall not be a Business Day, the immediately succeeding Business Day) prepay the Term Loans as set forth above in an amount equal to the Net Asset Sale Proceeds not so reinvested or utilized. In addition, in the event any such Net Asset Sale Proceeds described in the foregoing clauses (b)(i)(A) and (B) are required by the terms of the OPH Note Agreement to be and are offered to any holder of an OPH Note but are not accepted by such holder to whom they are required by the terms of the OPH Note Indenture to be offered, and are permitted in accordance with the OPH Note Indenture to be distributed to the Borrower (such Net Asset Sale Proceeds being referred to herein as “Available Proceeds”), then promptly, but in any event no later than three (3) Business Days after the last day for, in each case, such holder of any OPH Note to accept the repurchase or prepayment offer, the Borrower shall prepay Loans in accordance with sub-clause (B) above (subject to the exceptions contained in the proviso to clause (i) or B)), in an amount equal to 100% of such Available Proceeds.
(ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Facility at such timeCommitments then in effect, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the Revolving L/C Obligations (other than in an aggregate amount equal to such excess; provided, that the Borrower shall not be required to Cash Collateralize the Revolving L/C BorrowingsObligations pursuant to this clause (b)(ii) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect.
(iii) If the Pre-Funded L/C Obligations at any time exceed the aggregate amount of the Pre-Funded L/C Deposits at such time, (x) to the extent that any unutilized Revolving Credit Commitments then exist and such excess is caused by an automatic increase in the amount of a Pre-Funded Letter of Credit in accordance with the terms thereof, such excess amount shall be deemed to be new Revolving Letters of Credit issued under the Revolving Credit Facility without regard to whether the conditions set forth in Section 4.1 are deemed satisfied and (y) otherwise (including to the extent such excess amount is not deemed to be new Revolving Letters of Credit issued under the Revolving Credit Facility), the Borrower shall immediately Cash Collateralize the Pre-Funded L/C Obligations in an aggregate amount equal to such excess.
(viiiv) Prepayments Each prepayment of Loans, refund of Pre-Funded L/C Deposits and reduction of the Revolving Credit Facility made Pre-Funded L/C Commitments pursuant to clause (i) of this Section 2.04(b), first, clause (b) shall be applied ratably to the L/C BorrowingsTerm Loans, secondif any, of the Term Lenders that accept the same, which prepayment offers any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in a manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.4(b), to decline all (but not a portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). All such accepted offers to prepay Term Loans, if any, shall be applied ratably on a pro rata basis to the outstanding Revolving Credit Loansremaining scheduled installments of principal due in respect thereof, andand subject to Section 9.3, thirdif an Event of Default has occurred and is continuing, shall be used to Cash Collateralize refund the remaining Pre-Funded L/C Obligations; andDeposits and reduce the Pre-Funded L/C Commitments. Thereafter, in the case of prepayments of remaining Declined Proceeds shall be applied to reduce the Revolving Credit Facility required pursuant to Loans in the manner set forth in clause (i) or (ii) of this Section 2.04(bb)(v), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred pursuant to in Section 7.08(c)7.05(f) or (B7.05(p) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $50,000,000 in the aggregate for all such Dispositions in any fiscal year, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds which, in and (B) the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (iii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the within five Business Days of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating useful assets in the business so long as within 365 days eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as certified reported in a notice provided by the Company Borrower in writing to the Administrative Agent); and provided further, however, in the case of written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be immediately promptly applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to the lessor of (A) 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary and (iiiB) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount aggregate outstanding amount of all Term A-2 Loans together with all accrued but unpaid interest (such prepayments to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (viiiii) of this Section 2.04(bbelow).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Integra Lifesciences Holdings Corp)
Mandatory. (i) If The Borrower shall, on each date the Company or any Commitments are reduced pursuant to Section 2.9, prepay the Swingline Loans and Revolving Loans by the amount, if any, necessary to reduce the sum of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Swingline Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the and Revolving Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant then outstanding to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect amount to any Net Cash Proceeds described in this Section 2.04(b)(i), at which the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall Commitments have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)reduced.
(ii) Upon If at any time the incurrence sum of the unpaid principal balance of the Swingline Loans and Revolving Loans then outstanding shall be in excess of the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate, the Borrower shall immediately and without notice or issuance by demand pay over the Company or any amount of its Restricted Subsidiaries the excess to the Administrative Agent for the account of any Indebtedness (other than any Indebtedness expressly permitted the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be incurred or issued pursuant applied to Section 7.12), the Company shall prepay an aggregate principal amount of Swingline Loans equal until paid in full and then to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted SubsidiaryRevolving Loans.
(iii) Upon an increase If any Loan Party shall at any time or from time to time make or agree to make a Disposition of Receivables then included in the Borrowing Base or that otherwise constitute Collateral subject to the Lien of the Revolving Credit Commitment Administrative Agent (whether or Term A-1 Loansnot then included in the Borrowing Base), or bothwhich Disposition shall be subject to the conditions of Section 8.10(f), in accordance with Section 2.13 or upon then the establishment Borrower shall promptly notify the Administrative Agent of such proposed Disposition (including the amount of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of estimated Net Cash Proceeds required to be received by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000Loan Party in respect thereof) and, promptly upon receipt by the Company may defer such prepayment until relevant Loan Party of the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to Disposition, the Borrower shall prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, Obligations to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) Borrowing Base Deficiency exists or Section 8.01(h), or an Event of Default during any would result following such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) Disposition in an aggregate amount equal to the lesser of the amount of such excessBorrowing Base Deficiency and 100% of all such Net Cash Proceeds, with each such prepayment first to be applied to the Swingline Loans until paid in full and then to Revolving Loans.
(viiiv) Prepayments If any Loan Party shall at any time or from time to time make or agree to make a Disposition outside the normal course of business (other than as described in Section 2.6(b)(iii) above) or shall suffer an Event of Loss with respect to any Property then included as part of the Collateral, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Loan Party in respect thereof) and, promptly upon receipt by the relevant Loan Party of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds, with each such prepayment first to be applied to the Swingline Loans until paid in full and then to Revolving Credit Facility made pursuant Loans; provided that (x) so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property and (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default then exists.
(v) Each prepayment of Loans under this Section 2.04(b), first, 2.6(b) shall be applied ratably made by the payment of the principal amount to be prepaid and, if then required by the Administrative Agent, accrued interest thereon to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case date of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepayment.
Appears in 1 contract
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than including any deemed Disposition referred to Equity Interest in any Person) in accordance with and permitted by Section 7.08(c7.02(b), (d) or (Bf) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified received by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of (such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing prepayments to the Administrative Agent); be made and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iclause (b)(iv) below).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any unsecured Indebtedness (other than any and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case pursuant to Section 7.12)a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the Company Borrower shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted SubsidiarySubsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, issuance by the Company shall immediately prepay, in full, or any of its Subsidiaries of any of its Capital Stock after the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) Amendment No. 3 Closing Date (other than pursuant to clause (iii) any issuance of this Section 2.04(bCapital Stock in connection with employee benefit arrangements)) , the Borrower shall be applied, first, ratably to each prepay an aggregate principal amount of the Term Facilities Loans and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth other Indebtedness as provided in clause (viib)(iv) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or below equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below).
(iv) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, that are or may be required to be applied in prepayment of the Loans and other amountsIndebtedness pursuant to clauses (b)(i), (b)(ii) and (b)(iii) above and clause (b)(v) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay or cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans outstanding hereunder, (b) Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that (x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be used to prepay and, as applicable, that are cash collateralize Loans under this Agreement, Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (y) any portion of such proceeds allocated to lenders under the Existing 2013 Revolving Credit Agreement or to lenders under the Existing 2015 Revolving Credit Agreement which exceeds the Applicable Outstandings (under and as defined in the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, respectively) as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”.
(v) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (b)(iv) above); provided that, if, prior to the date any such prepayment is required to be applied made, the Company notifies the Administrative Agent of its intention to prepay Loans reinvest all or any portion of the Net Insurance/Condemnation Proceeds in assets used or useful in the business (other than cash or Cash Equivalents) of the Company or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)b)(v) but which in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if any Eligible Reinvestment Proceeds have not previously been so appliedreinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vi) If for any reason Upon consummation of the Total Revolving Credit Outstandings at any time exceed Hydra Transaction, (A) the Revolving Credit Facility at such timeunpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Company shall immediately prepay Revolving Credit Loans Loan Documents and L/C Borrowings and/or Cash Collateralize the L/C all other Obligations (other than the L/C Borrowingscontingent indemnification obligations for which no claim has been made) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b)shall automatically become due and payable, first, and shall be applied ratably immediately repaid in full in cash and (B) the commitment of each Lender to the L/C Borrowings, second, make Loans shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableautomatically terminated.
Appears in 1 contract
Mandatory. (i) If The Company shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (A) to the extent that the Total Leverage Ratio exceeds 4.00:1.00, 75% and (B) to the extent that the Total Leverage Ratio is less than 4.00:1.00 but is greater than 3.00:1.00, 50% of the amount, in the case of any payments made in any year after 1999, of Excess Cash Flow for such Fiscal Year and, in the case of any payment made in 1999, of Excess Cash Flow for the period from April 13, 1998 through the end of the Fiscal Year ending December 31, 1998. Each such prepayment shall be applied as set forth in clause (vii) below.
(A) The Company shall, on the date that is 270 days after the date of receipt of the Net Cash Proceeds by the Company or any of its Restricted Subsidiaries (A) Disposes from the sale, lease, transfer or other disposition of any property assets of the Company or any of its Subsidiaries (other than (x) any deemed Disposition referred sale, lease, transfer or other disposition of assets pursuant to in any clause of Section 7.08(c)5.02(e) other than clause (iii) thereof or (By) suffers an Event of Loss, in each case, which results in the realization by such Person aggregate amount of Net Cash ProceedsProceeds less than $2,500,000 in any Fiscal Year of the Company), the Company shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds that has not been reinvested in operating assets so long the business of the Company and its Subsidiaries prior to such 270th day. Each such prepayment shall be applied as within 365 days after set forth in clause (vii) below.
(B) The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries from the sale, lease, transfer or other disposition of any assets of the Company or any of its Subsidiaries pursuant to Section 5.02(e)(viii), prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to such Net Cash Proceeds, . Each such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested prepayment shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)clause (vii) below.
(iiC) Upon The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries (x) from the sale or issuance of Subordinated Debt or (y) the receipt of any capital contribution from WHX Corporation or any of its Subsidiaries or from the sale or issuance of any equity securities permitted by Section 5.02(g)(iii), prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to such Net Cash Proceeds. Each such prepayment shall be applied as set forth in clause (vii) below.
(iii) The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries from the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness Debt (other than any Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.125.02(b)), the Company shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% the amount of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or Proceeds. Each such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner applied as set forth in clause (vii) below.
(iv) The Company shall, on each Business Day, prepay an aggregate principal amount of this Section 2.04(b)the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the excess of (1) the sum of the Loan Values of the Eligible Collateral over (2) the amount referred to in clause (v)(A) below on such Business Day.
(v) Notwithstanding any The Foreign Borrowers shall, on each Business Day, prepay an aggregate principal amount of the other provisions Multicurrency Advances comprising part of the same Borrowings equal to the amount by which (A) the sum of (x) the aggregate principal amount of the Multicurrency Advances and (y) the aggregate Face Amount of Bankers' Acceptances then outstanding exceeds (B) the lesser of the Multicurrency Facility and the excess of (1) the sum of the Loan Values of the Eligible Collateral over (2) the amount referred to in clause (iiv)(A) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans above on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so appliedBusiness Day.
(vi) If The Company shall, on each Business Day, pay to the Administrative Agent for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize deposit in the L/C Obligations (other than Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Borrowings) in an Cash Collateral Account to equal the amount by which the aggregate amount equal to Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such excessBusiness Day.
(vii) (A) Prepayments of made pursuant to clauses (i), (ii)(A), (ii)(B) and (iii) above shall be applied as follows: first, ratably to the Term A Facility, the Term B Facility and, on and after the Conversion Date, the Delayed Draw Facility, in each case ratably to the principal installments thereof, and second, to the extent that no Term A Advances, Term B Advances or, after the Conversion Date, Delayed Draw Advances remain outstanding, permanently to reduce the Revolving Credit Facility made pursuant to this Section 2.04(b)and, first, shall be applied ratably prior to the L/C BorrowingsConversion Date, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, Delayed Draw Facility as set forth in the case of prepayments of the Revolving Credit Facility required pursuant to clause (iviii) or (iiix) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lendersbelow, as applicable.
Appears in 1 contract
Sources: Credit Agreement (WHX Corp)
Mandatory. (i) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Company or any related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrowers shall cause to be prepaid an aggregate principal amount of its Restricted Subsidiaries Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2008) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that so long as no Default then exists, no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 3.75:1.00.
(ii) If (x) Holdings, any Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any deemed Disposition referred of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to in Section 7.08(cthe extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f)(i), (g), (h), (i), (j) or (m)) or (By) suffers an any Casualty Event of Loss, in each caseoccurs, which in the aggregate results in the realization or receipt by Holdings, such Person Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Company Borrowers shall prepay, immediately upon cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt thereof by of such Person, Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that (I) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds whichthat the U.S. 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) (which notice may only be provided if no Event of Default has occurred and is then continuing) and (II) the aggregate with any other percentage of Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay specified above shall instead be 75% if no Default then exists and the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant Total Leverage Ratio with respect to the proviso set forth below, exceeds $50,000,000; provided, however, that, with Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 3.75 : 1.00;
(A) With respect to any Net Cash Proceeds described in this realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.04(b)(i2.05(b)(ii)(A)) or any Casualty Event, at the election option of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuingU.S. Borrower, the Company or such Restricted Subsidiary U.S. Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as useful for its or its Restricted Subsidiaries’ business within 365 (x) eighteen (18) months following receipt of such Net Cash Proceeds or (y) if the U.S. Borrower enters into a legally binding commitment to reinvest (including pursuant to a Restoration Certificate) such Net Cash Proceeds within eighteen (18) months following receipt thereof, within the later of (1) one hundred eighty (180) days after of the date of such legally binding commitment and (2) eighteen (18) months following receipt of such Net Cash Proceeds, such reinvestment ; provided that (i) so long as an Event of Default shall have been consummated occurred and be continuing, the U.S. Borrower shall not be permitted to make any such reinvestments (as certified by other than pursuant to a legally binding commitment that the Company in writing to the Administrative Agent); U.S. Borrower entered into at a time when no Event of Default is continuing) and provided further, however, that (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(b)(i)2.05 within five (5) Business Days after the U.S. Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested.
(iiiii) Upon the incurrence or issuance by the Company If Holdings, any Borrower or any of its Restricted Subsidiaries of Subsidiary incurs or issues any Indebtedness (other than any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.12)7.03, the Company Borrowers shall prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company on or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest prior to the date which is five (5) Business Days after the receipt of such prepayment.Net Cash Proceeds;
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total aggregate Revolving Credit Outstandings Exposures at any time exceed exceeds the aggregate Revolving Credit Facility at such timeCommitments then in effect, the Company U.S. Borrower shall immediately promptly prepay or cause to be promptly prepaid Revolving Credit Loans and L/C Borrowings Swing Line Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of ; provided that the Revolving Credit Facility made U.S. Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i2.05(b)(iv) or (ii) of this Section 2.04(b), the amount remaining, if any, unless after the prepayment in full of all L/C Borrowings and the Revolving Credit Loans outstanding at and Swing Line Loans, such time and the Cash Collateralization of the remaining aggregate L/C Obligations exceeds the aggregate Revolving Credit Commitments then in full effect.
(the sum v) Each prepayment of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”Term Loans pursuant to this Section 2.05(b) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied pro rata to each Tranche of Term Loans (without any further action by based upon the TL Repayment Percentages of the various Tranches of outstanding Term Loans). Each prepayment of Term Loans shall within each Tranche be applied in direct order of maturity to repayments thereof required pursuant to Sections 2.07(a), (b) or notice (c); and each such prepayment shall be paid to or from the Company or any other Loan PartyLenders of such Tranche in accordance with their respective Pro Rata Shares, subject to clause (vi) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableof this Section 2.05(b).
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a) through (f)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Term Loans equal to 10075% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(iwithin one (1) that have not been used Business Day after receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clause (v) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt date of such Net Cash ProceedsDisposition), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 180 days after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); provided, further, however, that if the Borrower shall notify the Administrative Agent on or prior to the date 180 days after receipt of such Net Cash Proceeds that the Borrower (directly or indirectly through one of its Subsidiaries) intends and provided expects to reinvest all or a specified portion of such Net Cash Proceeds in operating assets useful in its or one of its Subsidiaries’ businesses after such 180th day but within 360 days after receipt of such Net Cash Proceeds, then such period of time to consummate such purchase shall be extended to such 360th day; and provided, further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested within any such designated time period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided that for this clause (ii), no amounts received by the Borrower from (x) the issuance of stock to any employee stock purchase plan in effect on the date of this Agreement or (y) the exercise of stock options on the Borrower’s common stock, shall give rise to a mandatory prepayment obligation.
(iii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.03), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within one (1) Business Day after receipt thereof by the Company Borrower or such Restricted Subsidiary.
Subsidiary (iiisuch prepayments to be applied as set forth in clause (v) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepaymentbelow.
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iv).
(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities and applied to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) inverse order of this Section 2.04(b)maturity.
(vvi) Notwithstanding any of the other provisions of clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b), so long as no Default under Section 8.01(b), Section 8.01(g8.01(a) or Section 8.01(h8.01(f), or and no Event of Default Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $50,000,0001,000,000, the Company Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii), (iii) or (iiiv) of this Section 2.04(b2.05(b) to be applied to prepay Term Loans exceeds $50,000,0001,000,000. During such deferral period the Company Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article VIV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b2.05(b). Upon the occurrence of a Default under under
Section 8.01(b), Section 8.01(g8.01 (a) or Section 8.01(h8.01(f), or an any Event of Default Default, during any such deferral period, the Company Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b2.05(b) (without giving effect to the first and second sentences of this clause (vvi)) but which have not previously been so applied.
(vivii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Cnet Networks Inc)
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company Borrower shall prepayprepay (or, in the case of the Term B Loan or Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Term B Loans or Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Operating Company or substantially all the assets of any Operating Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided furtherprovided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.15), the Company Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.04(b)(i) shall be applied, first, ratably to each of the Term Facilities A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of an Operating Company, but subject to Section 2.04(b)(vii), the Term B Facility and Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Term B Loans or Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Term B Loans of the amount of such Term B Lender’s Applicable Percentage of such Waivable Prepayment and such Term B Lender’s option to refuse such amount. Each such Term B Lender may exercise such option to refuse such amount by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Term B Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term B Loans held by such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term B Loans in accordance with Section 2.06(b)), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Term B Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If the Company or In connection with any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsRelease Transaction, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations on such date and in such aggregate amount as is set forth in the Notice of Loan Prepayment, if any, delivered to the Administrative Agent in connection with such Release Transaction;
(other than ii) If the Borrower or any of its Subsidiaries Disposes of a Borrowing Base Property, a First Mortgage Investment or any Collateral, the Borrower or such Subsidiary shall prepay Loans and/or Cash Collateralize the L/C BorrowingsObligations on such date and in such aggregate amount as is set forth in the Notice of Loan Prepayment, if any, delivered to the Administrative Agent in connection with such Disposition;
(iii) In connection with any Current Appraisal furnished to the Administrative Agent pursuant to Section 2.19, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations on such date and in such aggregate amount as is set forth in the Notice of Loan Prepayment, if any, delivered to the Administrative Agent in connection with such Current Appraisal; and
(iv) If for any reason Availability at any time is less than zero ($0) (including if due to the exclusion of a Borrowing Base Property or First Mortgage Investment pursuant to Section 2.18(bc), or if due to a change in the Appraised Value of a Borrowing Base Property upon any reappraisal required or permitted under this Agreement), the Borrower shall within five Business Days prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to such excess.
restore Availability to at least zero (vii) Prepayments of $0); provided, however, that the Revolving Credit Facility made Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i2.05(b) or (ii) of this Section 2.04(b), the amount remaining, if any, unless after the prepayment in full of all L/C Borrowings and Revolving Credit the Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full Availability is less than zero (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable$0).
Appears in 1 contract
Mandatory. (i) If Each Borrower shall, on each Business Day, if applicable, prepay (with no corresponding commitment reduction) an aggregate principal amount of the Revolving Loans owed by such Borrower and comprising part of the same Borrowings in an amount equal to the amount by which (A) the sum of (x) the aggregate principal amount of the Revolving Loans owed by such Borrower and then outstanding plus (y) the aggregate applicable Letter of Credit Obligations then outstanding exceeds (B) the applicable Line Cap (except as a result of Protective Revolving Loans made under Section 2.01(c) and not outstanding for more than 90 consecutive days); provided that in respect of any prepayment under this subsection directly attributable to any adjustment of Reserves, such prepayment shall be made not later than the Business Day immediately following the date such adjusted Reserves became effective.
(ii) Within three (3) Business Days of receipt by the Company or any of its Restricted Subsidiaries (A) Disposes of the Net Cash Proceeds of any property (Asset Sale or Casualty Event that results from the sale or other than any deemed Disposition referred to in Section 7.08(c)) disposition of Accounts, Inventory, Equipment or (B) suffers an Event of Loss, machinery that in each case, which results in the realization by such Person of Net Cash Proceedscase constitutes Collateral, the Company shall prepay, immediately upon receipt thereof by such Person, apply an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to and, unless the proviso conditions set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), 3.02 are at the election time satisfied and a Responsible Officer of the Company shall have delivered to the Agent a certificate to such effect (as notified in which case such amounts may be transferred by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), a Collection Account and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified used by the Company and its Subsidiaries for general corporate purposes), to Cash Collateralize the Letter of Credit Obligations in writing the following order: first to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the ratable prepayment of the outstanding Revolving Loans as until all such Loans have been prepaid in full, second to Cash Collateralize the Letter of Credit Obligations (if required) and third to the ratable prepayment of the outstanding Term Loans until all such Loans have been prepaid in full.
(iii) On each Business Day, all amounts collected in the Digital Imaging Patent Portfolio Disposition Cash Collateral Account, will be applied to prepay the Loans and, unless the conditions set forth in this Section 2.04(b)(i3.02 are at the time satisfied and a Responsible Officer of the Company shall have delivered to the Agent a certificate to such effect (in which case such amounts may be transferred by the Company to a Collection Account and used by the Company and its Subsidiaries for general corporate purposes), to Cash Collateralize the Letter of Credit Obligations in the following order: first to the ratable prepayment to the outstanding Term Loans until all such Loans have been prepaid in full, second to the ratable prepayment of the outstanding Revolving Loans until all such Loans have been prepaid in full and third to Cash Collateralize the Letter of Credit Obligations (if required).
(iiiv) Upon Subject to Section 2.10(b)(viii), within three (3) Business Days after the incurrence or issuance day of receipt by the Company or any of its Restricted Subsidiaries of Other Proceeds, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Other Proceeds to prepay the Loans and to Cash Collateralize the Letter of Credit Obligations in the order set forth in (and, in the case of the Letter of Credit Obligations, to the extent required by) Section 2.10(b)(iii).
(v) Each prepayment of principal pursuant to this Section 2.10(b) shall be applied first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof and then to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.10(b) shall be made together with any Indebtedness (interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any Indebtedness expressly permitted additional amounts which the applicable Borrower shall be obligated to be incurred or issued reimburse to the Lenders in respect thereof pursuant to Section 7.128.04(c).
(vi) The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to Lenders.
(vii) No prepayment of Revolving Loans or Cash Collateralization made pursuant to this Section 2.10(b) shall reduce the Revolving Credit Commitments or the Letter of Credit Commitments.
(viii) Notwithstanding any other provisions of this Section 2.10(b) and except with respect to any Digital Imaging Patent Portfolio Disposition or IP Settlement Agreement, and with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.10(b)(iv), to the extent that applicable law would (x) prohibit or delay the repatriation to the United States of America or Canada of any Net Cash Proceeds received by any Subsidiary that is not a US Subsidiary or a Canadian Subsidiary or (y) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.10(b) so long, but only so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice Obligations pursuant to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableSection 2.10(b)(iv).
Appears in 1 contract
Sources: Debt Agreement (Eastman Kodak Co)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Loan Party Disposes of any property or assets (other than any deemed Disposition referred to in of any property permitted by Section 7.08(c7.05(a) through Section 7.05(i)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash ProceedsProceeds or such Loan Party receives Net Cash Proceeds from insurance or condemnation proceeds, the Company Borrower shall prepay, immediately upon receipt thereof by such Person, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in excess of $250,000 per occurrence or $1,000,000 (in the aggregate with any other for such Net Cash Proceeds described in during the term of this Section 2.04(b)(iAgreement) that have not been used upon receipt thereof by such Person (such prepayments to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso be applied as set forth in clauses (v) and (vii) below, exceeds $50,000,000); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition or receipt of such Net Cash Proceedsinsurance or condemnation proceeds), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary Loan Party may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds, such reinvestment purchase shall have been consummated (in each case, as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i2.05(b)(i).
(iii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries Loan Party of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.127.02), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(ii) Upon any Extraordinary Receipt received by or paid to or for the Company account of any Loan Party, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom in excess of $250,000 per occurrence or $1,000,000 (in the aggregate for such Restricted SubsidiaryNet Cash Proceeds during the term of this Agreement) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii).
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment[Intentionally omitted].
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)2.05(b) shall be applied, first, ratably to each of the Term Facilities Loan Facility (and to the principal repayment installments thereof on a pro-pro rata basis and, second, basis) and second to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b2.05(b) (without a reduction of the aggregate commitments thereunder). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b2.05(b), first, shall be applied ratably to the L/C BorrowingsBorrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Amounts to be applied as provided in this Section 2.05(b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.05(b). The Prepayment Accounts shall not bear interest. If the maturity of the Loans has been accelerated pursuant Section 8.02, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations in accordance with Section 8.03. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties and to secure the Obligations, each Prepayment Account so established.
Appears in 1 contract
Sources: Credit Agreement (Einstein Noah Restaurant Group Inc)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any Disposition deemed Disposition referred to in have resulted from a redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary under Section 7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,00075,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary.
(iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis (except as otherwise provided in clause (vii) of this Section 2.04(b)) and, second, to the Revolving Credit Facility in the manner set forth in clause (viivi) of this Section 2.04(b).
(viv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,00075,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.this
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries consummates any Asset Sale which in the aggregate results in the realization by the Borrower or such Restricted Subsidiary of Net Asset Sale Proceeds (A) Disposes determined as of any property (the date of such Asset Sale, whether or not such Net Asset Sale Proceeds are then received by the Borrower or such Restricted Subsidiary), the Borrower shall apply all Net Asset Sale Proceeds received pursuant to Section 7.5 and all other Net Asset Sale Proceeds other than any deemed Disposition referred to in Section 7.08(c)) or (B) suffers an Event of LossExcluded Proceeds, in each case, which results to the extent not previously applied in such Fiscal Year to make mandatory prepayments of Term Loans under this clause (b)(i) (it being understood that Net Asset Sale Proceeds subject to this clause (b)(i) applied in such Fiscal Year to make prepayments of Term Loans, prior to receipt of such Net Asset Sale Proceeds other than Excluded Proceeds shall be deemed to have been made as a mandatory prepayment under this clause (b)(i)), within three Business Days after the realization by such Person date of Net Cash Proceeds, the Company shall prepay, immediately upon receipt thereof by the Borrower or such PersonRestricted Subsidiary subject to the provisions of Section 2.4(b)(ix), as follows:
(A) to the extent such Net Asset Sale Proceeds are not OPH Asset Sale Proceeds, Retail Sale Proceeds or Wholesale Sale Proceeds, (X) if none of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt to be offered to any holder of any Parity Secured Debt or otherwise used to repurchase or prepay any Parity Secured Debt, to prepay Loans and, subject to Section 9.3, if an aggregate principal Event of Default has then occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount of Loans equal to 100% of such Net Cash Asset Sale Proceeds whichreceived and (Y) if any of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt to be offered to any holder of any Parity Secured Debt or otherwise used to repurchase or prepay any Parity Secured Debt, to prepay Loans and, subject to Section 9.3, if an Event of Default has then occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount equal to 100% of such Net Asset Sale Proceeds received multiplied by the Pro Rata Percentage;
(B) to the extent such Net Asset Sale Proceeds are OPH Asset Sale Proceeds, (X) if none of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt or the OPH Note Indenture to be offered to any holder of any Parity Secured Debt or any holder of an OPH Note or otherwise used to repurchase or prepay any Parity Secured Debt or OPH Notes, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount equal to 100% of such Net Asset Sale Proceeds received, to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower and (Y) to the extent such OPH Asset Sale Proceeds (I) are not otherwise required, in accordance with the OPH Note Indenture, to be offered to prepay any OPH Notes, and (II) are required by the terms of any Parity Secured Debt to be offered to any holder of Parity Secured Debt or otherwise used to repurchase or prepay any Parity Secured Debt, to pay a dividend in the amount of such proceeds to the Borrower and, in turn, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount equal to 100% of such Net Asset Sale Proceeds received multiplied by the Pro Rata Percentage, but only (so long as and to the extent such Net Asset Sale Proceeds are not accepted by any such holder of Parity Secured Debt) to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower; and
(C) to the extent such Net Asset Sale Proceeds are Retail Sale Proceeds or Wholesale Sale Proceeds, (X) if none of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt to be offered to any holder of any Parity Secured Debt, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount equal to 100% of such Net Asset Sale Proceeds and (Y) if such Net Asset Sale Proceeds are required by the terms of any Parity Secured Debt to be offered to any holder of any Parity Secured Debt, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount equal to 100% of such Net Asset Sale Proceeds multiplied by the Pro Rata Percentage. In addition, in the aggregate with event any other such Net Cash Asset Sale Proceeds described in this Section 2.04(b)(ithe foregoing clauses (b)(i)(A), (B) that have and (C) are required by the terms of (x) any Parity Secured Debt to be and are offered to any holder of Parity Secured Debt but are not been used accepted by such holder, or (y) the OPH Note Agreement to prepay be and are offered to any holder of an OPH Note but are accepted neither by such holder nor subsequently by any holder of any Parity Secured Debt to whom they are required by the Loans pursuant terms of any Parity Secured Debt Agreement to this Section 2.04(b)(i) or reinvested pursuant be and are offered, and are permitted in accordance with the OPH Note Indenture to be distributed to the proviso set forth Borrower (such Net Asset Sale Proceeds being referred to herein as “Available Proceeds”), then promptly, but in any event no later than three (3) Business Days after the last day for, in each case, such holder of any Parity Secured Debt to accept the repurchase or prepayment offer, the Borrower shall prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an amount equal to 100% of such Available Proceeds.
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any secured Senior Debt (other than Excepted Debt) and any Permitted Refinancing Indebtedness of any of the foregoing, the Borrower shall prepay an aggregate principal amount of Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), equal to 100% of all Net Financing Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.4(b)(ix).
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any unsecured Senior Debt (other than Excepted Debt), the Borrower shall prepay an aggregate principal amount of Loans and, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an aggregate amount equal to (x) if the Consolidated Leverage Ratio determined on a pro forma basis after giving effect to such incurrence or issuance as of the last day of the Fiscal Quarter most recently ended equals or exceeds $50,000,000to 4.0:1, 75% of all Net Financing Proceeds received therefrom and (y) if the Consolidated Leverage Ratio so determined is less than 4.0:1, 50% of all Net Financing Proceeds received therefrom, within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.4(b)(x); provided, however, that, with respect that so long as no Event of Default shall have occurred and be continuing,
(A) if the Borrower intends to reinvest any Net Cash Financing Proceeds described in accordance with this Section 2.04(b)(i)proviso, at the election it shall deliver written notice of the Company (as notified by the Company such intention to the Administrative Agent on or prior to the receipt of third Business Day immediately following the date on which Borrower receives such Net Cash Financing Proceeds), and so long as no Default ,
(B) if the Borrower shall have occurred and be continuingdelivered such notice, the Company or such Restricted Subsidiary it may reinvest all or any portion of such Net Cash Financing Proceeds in operating assets an aggregate amount, together with the aggregate amount of Net Financing Proceeds reinvested pursuant to Section 2.4(b)(iv), not to exceed $500,000,000 in Permitted ERCOT Assets so long as, pending such reinvestment, the Net Financing Proceeds are applied to repay Revolving Credit Loans or maintained as within 365 days after Collateral for the receipt Credit Agreement Obligations, and
(C) on the date the Borrower consummates such purchase of such Net Cash ProceedsPermitted ERCOT Assets, such reinvestment it shall have been consummated (as certified by the Company in writing deliver a certificate of a Responsible Officer to the Administrative AgentAgent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Financing Proceeds have been reinvested in accordance with the proviso of this clause (b)(iii) and, as a result, no mandatory prepayments are required under this clause (b)(iii); and provided provided, further, however, that any Net Cash Financing Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i)Section.
(iiiv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries Borrower of any Indebtedness Junior Securities (other than any Indebtedness expressly permitted to be incurred Excepted Debt and other than in connection with the exercise of employee options or issued pursuant to Section 7.12the RRI Warrants), the Company Borrower shall prepay an aggregate principal amount of Loans and, subject to Section 9.3, if such repayment is required pursuant to an Event of Default, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an aggregate amount equal to 50% of all Net Financing Proceeds received therefrom, within three Business Days after the date of receipt thereof by the Borrower subject to the provisions of Section 2.4(b)(x); provided, that so long as no Event of Default shall have occurred and be continuing,
(A) if the Borrower intends to reinvest any Net Financing Proceeds in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives such Net Financing Proceeds,
(B) if the Borrower shall have delivered such notice, it may reinvest all or any portion of such Net Financing Proceeds in an aggregate amount, together with the aggregate amount of Net Financing Proceeds reinvested pursuant to Section 2.4(b)(iii), not to exceed $500,000,000 in Permitted ERCOT Assets so long as, pending such reinvestment, the Net Financing Proceeds are applied to repay Revolving Credit Loans or maintained as Collateral for the Credit Agreement Obligations, and
(C) on the date the Borrower consummates such purchase of Permitted ERCOT Assets, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Financing Proceeds have been reinvested in accordance with the proviso of this clause (b)(iv) and, as a result, no mandatory prepayments are required under this clause (b)(iv); provided, further, that any Net Financing Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section.
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower, any of the Loan Parties or OPH or any of its Subsidiaries in respect of its property or assets, and not otherwise included in clause (i), (ii), (iii) or (iv) of this clause (b), the Borrower shall prepay an aggregate principal amount of Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(vii) and (viii) below), in an aggregate amount equal to 100% of all Net Cash Casualty Proceeds received therefrom immediately upon within three Business Days after the date of receipt thereof by the Company Borrower or such Restricted Subsidiary.Subsidiary subject to the provisions of Section 2.4(b)(x); provided, that with respect to proceeds of insurance and Condemnation awards (or payments in lieu thereof),
(iiiA) Upon an increase if the Borrower intends to reinvest the Net Casualty Proceeds thereof in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives such Net Casualty Proceeds,
(B) if the Borrower shall have delivered such notice, the Net Casualty Proceeds thereof may be reinvested, so long as such reinvestment is to restore, repair or replace the assets or property or purchase other assets with substantially the same utility and in the same line of business in respect of which such Net Casualty Proceeds were received, and so long as such reinvestment is consummated or irrevocably committed to be consummated within 365 days after the receipt of such Net Casualty Proceeds so long as, pending such reinvestment, the Net Casualty Proceeds are applied to repay Revolving Credit Loans or maintained as Collateral for the Credit Agreement Obligations, and
(C) on the date the Borrower consummates or commits to consummate such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Casualty Proceeds have been reinvested in accordance with the first proviso of this clause (b)(v) and, as a result, no mandatory prepayments are required under this clause (b)(v); provided, further, that any Net Casualty Proceeds not so reinvested (or such lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the foregoing and less any amounts required to pay for necessary remediation expenses with respect to a condition affecting the applicable property, to pay reasonable expenses incurred in connection with the closure of the Revolving Credit Commitment or Term A-1 applicable property and to pay any costs reasonably incurred in connection with such casualty event) shall be immediately applied to the prepayment of the Loans, or bothand, if applicable, to the Pre-Funded L/C Deposits, in accordance with Section 2.13 or upon the establishment foregoing or, to the extent the Collateral Trustee is loss payee under any insurance policy (if applicable), the Borrower shall irrevocably direct the Collateral Trustee to transfer to the Administrative Agent to be applied (in each case, promptly, but in no event later than three (3) Business Days following receipt of such proceeds) as a prepayment of Loans, and, if applicable, the Incremental Term Facility Pre-Funded L/C Deposits, in accordance with Section 2.14the foregoing. Notwithstanding the foregoing, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b).
(v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or that if an Event of Default shall have occurred and be continuing, if, on any date on all Net Casualty Proceeds which a prepayment would otherwise be required payable to be made the Borrower pursuant to this clause (ib)(v) or (ii) of this Section 2.04(b)shall be paid to the Collateral Trustee and applied pursuant to the Collateral Trust Agreement; provided, the aggregate amount of Net Cash Proceeds required by such clause that with respect to be applied tangible property subject to prepay Loans on such date is less than or equal to $50,000,000any Permitted Encumbrance, the Company may defer no such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise shall be required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)b)(v) but would require an application of Net Casualty Proceeds that would violate or breach any of the provisions of the instruments or documents under which have not previously been so appliedsuch Permitted Encumbrance arises or which governs the application of proceeds.
(vi) If for any reason If, as a result of the Borrower reducing the Aggregate Revolving Credit Commitments, the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Facility at such timeCommitments then in effect, the Company Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.Collater
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